1
TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST BE
RECEIVED BY THE PAYING AGENT NO LATER THAN 5:00 P.M., NEW YORK CITY TIME ON THE
SECOND BUSINESS DAY PRECEDING THE DATE THE MERGER DESCRIBED IN THE MERGER
AGREEMENT (AS DEFINED HEREIN) IS CONSUMMATED, TOGETHER WITH (1) THE
CERTIFICATE(S) REPRESENTING ALL COMMON SHARES OF THE ADVEST GROUP, INC. TO WHICH
THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL RELATES OR (2) A PROPERLY
COMPLETED GUARANTEE OF DELIVERY WITH RESPECT TO THAT CERTIFICATE(S). DELIVERY OF
ADVEST COMMON SHARES MAY ALSO BE MADE BY BOOK-ENTRY TRANSFER TO THE PAYING
AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("DTC"). SEE GENERAL INSTRUCTION
15.
FORM OF ELECTION
AND
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING
COMMON SHARES, $.01 PAR VALUE PER SHARE, OF
THE ADVEST GROUP, INC.
PLEASE READ AND FOLLOW THE ACCOMPANYING INSTRUCTIONS CAREFULLY
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK, THE PAYING AGENT
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
EQUISERVE EQUISERVE EQUISERVE
Corporate Actions Corporate Actions Corporate Actions
P.O. Box 842011 c/o Securities Transfer and ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-2011 Reporting Services Inc. Braintree, MA 02184
100 ▇▇▇▇▇▇▇ Street -- Galleria Attn: ADVEST DEAL
New York, NY 10038
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DESCRIPTION OF ADVEST COMMON SHARES SURRENDERED
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NAME(S) OF RECORD HOLDER(S)
AS SHOWN ON THE CERTIFICATE(S) AND CERTIFICATE(S) BEING SURRENDERED
ADDRESS(ES) OF SUCH RECORD HOLDER(S)* (ATTACH ADDITIONAL LIST IF NECESSARY)
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NUMBER OF SHARES
REPRESENTED BY EACH
CERTIFICATE (OR COVERED
CERTIFICATE BY A GUARANTEE OF
NUMBER(S)** DELIVERY)
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TOTAL SHARES
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* For a delivery using the Guarantee of Delivery procedures, exactly as name(s) will appear on the
certificate(s) when delivered.
** Certificate numbers are not required if certificates will be delivered using the Guarantee of Delivery
procedures.
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2
Pursuant to the Agreement and Plan of Merger, dated as of August 23, 2000
(the "Merger Agreement"), by and among The MONY Group Inc. ("MONY"), MONY
Acquisition Corp. and The Advest Group, Inc. ("Advest"), the undersigned hereby
surrenders to the Paying Agent the certificate(s) representing all of the common
shares, $.01 par value per share, of Advest (the "Advest common shares") owned
of record by the undersigned and hereby elects (the "Election"), in the manner
indicated below, to have the Advest common shares evidenced by that
certificate(s) converted into the right to receive one (and only one) of the
following:
(a) to receive with respect to each of the undersigned's Advest common
shares evidenced by that certificate(s) that number of shares of common
stock, $.01 par value per share, of MONY (the "MONY common stock") (the
"Stock Consideration") equal to the exchange ratio calculated based on the
formulas, and subject to the collar arrangement, described in the
accompanying proxy statement-prospectus dated October 17, 2000 (the "Proxy
Statement") and set forth in the Merger Agreement (the "Stock Election");
(b) to receive an amount of cash per share equal to the product of the
exchange ratio and average closing sale price per share of MONY common
stock on the New York Stock Exchange ("NYSE"), as reported in the Eastern
edition of the Wall Street Journal, for the 10 consecutive trading days
ending on the fifth trading day prior to the closing date of the merger
(the "Cash Consideration"; and together with the Stock Consideration, the
"Merger Consideration") with respect to all of the undersigned's Advest
common shares evidenced by that certificate(s) (the "Cash Election"); or
(c) to receive the Cash Consideration with respect to a portion of the
undersigned's Advest common shares evidenced by that certificate(s) and to
receive Stock Consideration with respect to the balance of the
undersigned's Advest common shares evidenced by that certificate(s) (the
"Partial Cash Election").
IF THE UNDERSIGNED DOES NOT MARK ONE OF THE ELECTION BOXES BELOW, THE
UNDERSIGNED WILL BE DEEMED TO HAVE INDICATED NO PREFERENCE AS TO THE RECEIPT OF
CASH OR MONY COMMON STOCK (A "NON-ELECTION") AND WILL RECEIVE MERGER
CONSIDERATION BASED ON THE RESULTS OF THE ALLOCATION PROCEDURES SET FORTH IN THE
MERGER AGREEMENT AND DESCRIBED IN THE PROXY STATEMENT.
The undersigned understands that the Election is subject to certain terms,
conditions and limitations set forth in the Merger Agreement and described in
the accompanying Proxy Statement. A copy of the Merger Agreement is attached to
the Proxy Statement as Annex A. These terms, conditions and limitations include,
but are not limited to, the fact that pursuant to the allocation procedures
described in the Proxy Statement and set forth in the Merger Agreement, holders
may be subject to a proration process in which a holder receives a combination
of the Cash Consideration and Stock Consideration for each of the holder's
Advest common shares in amounts other than those that such holder has elected.
All Elections are subject to the allocation procedures set forth in Section 2.2
of the Merger Agreement. The allocation procedures are described under the
caption "Principal Provisions of the Merger Agreement -- Allocation" in the
Proxy Statement. Holders of Advest common shares are urged to read the Merger
Agreement and the Proxy Statement in their entirety before completing this Form
of Election and Letter of Transmittal.
The undersigned understands that the definitive terms pursuant to which the
merger will be effected in accordance with the Merger Agreement, including the
amount and form of consideration to be received by holders of Advest common
shares, the effect of this Form of Election and Letter of Transmittal, and
certain conditions to the consummation of the merger, are summarized in the
Proxy Statement and all of those definitive terms and conditions are set forth
in full in the Merger Agreement. The undersigned also understands that different
tax consequences may be associated with each of the election options, and the
undersigned is aware that those consequences are summarized in general terms in
the Proxy Statement section entitled "The Merger -- Material Federal Income Tax
Consequences." The undersigned ▇▇▇▇▇▇ makes the following election for all of
the undersigned's Advest common shares owned of record and surrendered herewith:
2
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ELECTION
Check one of the boxes below:
[ ] Stock Election
[ ] Cash Election
[ ] Partial Cash Election. Convert:
----------------- Advest common shares into Cash Consideration
----------------- Advest common shares into Stock Consideration
The Paying Agent reserves the right to deem that the undersigned has made a
Non-Election if:
(a) None of the above Elections is made or more than one of the above
Elections is made;
(b) The undersigned fails to follow the instructions on this Form of
Election and Letter of Transmittal (including failure to submit share
certificate(s), confirmation of a book-entry transfer of the shares at DTC
or a Guarantee of Delivery) or otherwise fails to properly make an
election;
(c) A completed Form of Election and Letter of Transmittal (including
submission of the holder's share certificate(s), confirmation of a
book-entry transfer of the shares at DTC or a Guarantee of Delivery) is not
received by the Paying Agent by 5:00 p.m., New York City time on the second
business day preceding the date that the merger is consummated (which date
will be publicly announced by MONY and Advest no less than 10 days
preceding such date) (the "Election Deadline"); or
(d) The undersigned returns this Form of Election and Letter of
Transmittal with a Guarantee of Delivery but does not deliver the share
certificate(s) representing the shares in respect of which the Election is
being made or confirmation of a book-entry transfer of the shares at DTC
within three New York Stock Exchange trading days after the Election
Deadline.
Holders of shares of restricted stock of Advest will not be entitled to
make any election, but rather will receive the consideration described in the
Proxy Statement in "Principal Provisions of the Merger Agreement -- Advest
Restricted Stock."
In order to receive the Merger Consideration, this Form of Election and
Letter of Transmittal must be (i) completed and signed in the space in the box
labeled "Shareholder(s) Sign Here" and on the Substitute Form W-9 and (ii)
mailed or delivered with the holder's share certificate(s) or a Guarantee of
Delivery to the Paying Agent at either of the addresses (or the facsimile number
solely with respect to a Guarantee of Delivery) set forth above. In order to
properly make an Election, the Form of Election and Letter of Transmittal and
other required documents must be received by the Paying Agent prior to the
Election Deadline. ▇▇▇▇ will notify the Paying Agent of any extension of the
Election Deadline by oral notice (promptly confirmed in writing) or written
notice and will make a press release or other public announcement of that
extension prior to 9:00 a.m., New York City time, on the next business day
following the previously scheduled Election Deadline.
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If the undersigned is acting in a representative or fiduciary capacity for
a particular beneficial owner, the undersigned hereby certifies that this Form
of Election and Letter of Transmittal covers all of the Advest common shares
owned of record by the undersigned in a representative or fiduciary capacity for
that particular beneficial owner.
The undersigned hereby acknowledges receipt of the Proxy Statement and
agrees that all Elections, instructions and orders in this Form of Election and
Letter of Transmittal are subject to the terms and conditions of the Merger
Agreement, the Proxy Statement and the instructions applicable to this Form of
Election and Letter of Transmittal. The undersigned hereby represents and
warrants that the undersigned is, as of the date hereof, and will be, as of the
effective time of the merger, the record holder of the Advest common shares
represented by the share certificate(s) surrendered herewith, with good title to
those common shares and full power and authority (i) to sell, assign and
transfer those common shares free and clear of all liens, restrictions, charges
and encumbrances, and not subject to any adverse claims and (ii) to make the
Election indicated herein. The undersigned will, upon request, execute any
additional documents necessary or desirable to complete the surrender and
exchange of those common shares.
The undersigned hereby irrevocably appoints the Paying Agent, as agent of
the undersigned, to effect the exchange pursuant to the Merger Agreement and the
instructions hereto. The undersigned hereby authorizes and instructs the Paying
Agent to deliver the certificate(s) covered hereby, and to receive on the
undersigned's behalf, in exchange for the Advest common shares represented by
that certificate(s), any check and/or any certificate(s) for MONY common stock
issuable to the undersigned. Furthermore, the undersigned authorizes the Paying
Agent to follow any Election and to rely upon all representations,
certifications and instructions contained in this Form of Election and Letter of
Transmittal. All authority conferred or agreed to be conferred in this Form of
Election and Letter of Transmittal is binding upon the successors, assigns,
heirs, executors, administrators and legal representatives of the undersigned
and is not affected by, and survives, the death or incapacity of the
undersigned.
Record holders of Advest common shares who are nominees only may submit a
separate Form of Election and Letter of Transmittal for each beneficial holder
for whom that record holder is a nominee; provided, however, that at the request
of MONY, that record holder must certify to the satisfaction of MONY that the
record holder holds those shares as nominee for the beneficial owner(s) thereof.
Each beneficial owner for whom a Form of Election and Letter of Transmittal is
submitted will be treated as a separate holder of Advest common shares, subject
to the provisions concerning joint elections.
Completing and returning this Form of Election and Letter of Transmittal
does not have the effect of casting a vote with respect to adoption of the
Merger Agreement and approval of the related transactions at the special meeting
of shareholders of Advest.
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5
GUARANTEE OF DELIVERY
(TO BE USED ONLY AS TO
CERTIFICATES NOT TRANSMITTED HEREWITH)
(SEE INSTRUCTION 15)
The undersigned (check applicable box),
[ ] a member of a registered national securities exchange,
[ ] a member of the National Association of Securities Dealers, Inc., or
[ ] a commercial bank or trust company in the United States,
Guarantees to deliver to the Paying Agent either all of the certificate(s) for
Advest common shares to which this Form of Election and Letter of Transmittal
relates, or such of those certificates as are identified below, duly endorsed in
blank or otherwise in form acceptable for transfer on the books of Advest, no
later than 5:00 P.M., New York City time, on the third NYSE trading day after
the Election Deadline.
SHARES REPRESENTED BY
CERTIFICATE NO. EACH CERTIFICATE
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----------------------------
(FIRM -- PLEASE PRINT)
----------------------------
(AUTHORIZED SIGNATURE)
----------------------------
----------------------------
(ADDRESS)
----------------------------
(DAYTIME AREA CODE AND
TELEPHONE NUMBER)
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(DATED)
5
6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4 & 6)
To be completed ONLY if the check is to be made payable to and/or the
certificate(s) for MONY common stock is to be issued in the name of someone
other than the record holder(s) of the Advest common shares or the name of the
record holder(s) needs to be corrected or changed.
Issue: [ ] Certificate [ ] Check to:
Name:
----------------------------------------------
(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 & 6)
To be completed ONLY if the check and/or the certificate(s) for MONY common
stock are to be issued in the name of the record holder(s) of the Advest common
shares but are to be sent to another person or to an address other than as set
forth beneath the record holder's signature on this Form of Election and Letter
of Transmittal.
Check or certificate(s) for MONY common stock to be delivered to:*
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
*PLEASE ATTACH ADDITIONAL SHEETS IF NECESSARY.
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SHAREHOLDER(S) SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
Please sign exactly as your name(s) appear(s) on your certificate(s). If this is
a joint election, each person covered by this Form of Election and Letter of
Transmittal must sign personally.
A check(s) or certificate(s) for MONY common stock will be issued only in the
name of the person(s) submitting this Form of Election and Letter of Transmittal
and will be mailed to the address set forth beneath the person's signature
unless the Special Delivery or Special Payment Instructions are completed.
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(SIGNATURE(S) OF OWNER(S) -- SEE INSTRUCTION 5)
Dated:
------------------------ , 2000
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SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER
If signature is by a person(s) other than the record holder(s) and in the
capacity of trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other persons(s) acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 5.
Name:
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
--------------------------------------------------------------------------------
Address:
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(INCLUDE ZIP CODE)
Daytime Telephone Number: ( )
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4 OR 6)
APPLY SIGNATURE GUARANTEE MEDALLION BELOW
The undersigned hereby guarantees the signature(s) which appear(s) on this Form
of Election.
Dated:
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NAME OF ELIGIBLE INSTITUTION ISSUING GUARANTEE
NOTE: IN THE EVENT THAT THE CHECK AND/OR CERTIFICATE REPRESENTING MONY COMMON
STOCK IS TO BE ISSUED IN EXACTLY THE NAME OF THE RECORD HOLDER AS
INSCRIBED ON THE SURRENDERED ADVEST SHARE CERTIFICATE(S), THE SURRENDERED
CERTIFICATE(S) NEED NOT BE ENDORSED AND NO GUARANTEE OF THE SIGNATURE ON
THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL IS REQUIRED.
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PAYER: FIRST CHICAGO TRUST COMPANY OF NEW YORK
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NAME (IF JOINT NAMES, LIST FIRST AND CIRCLE THE NAME OF THE PERSON OR ENTITY WHOSE NUMBER YOU ENTER IN PART 1 BELOW):
ADDRESS:
CITY, STATE AND ZIP CODE:
LIST ACCOUNT NUMBER(S) HERE (OPTIONAL):
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SUBSTITUTE PART 1 -- Please provide your Taxpayer Identification ---------------------------
FORMW-9 Number or TIN In the box at right and certify by signing Social Security Number
and dating below. OR Employer
Identification Number
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DEPARTMENT OF PART 2 -- Check the box if you are subject to backup PART 3 -- Check the box if you
TREASURY INTERNAL withholding because: are awaiting a TIN [ ]
REVENUE SERVICE
(1) You have been notified by the Internal Revenue Service
PAYER'S REQUEST FOR that you are subject to backup withholding as a result of
TAXPAYER IDENTIFICATION failure to report all interest or dividends [ ], or
NUMBER (TIN) AND
CERTIFICATION (2) The Internal Revenue Service has not notified you that
you are no longer subject to backup withholding [ ]
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Certification -- Under the penalties of perjury, I certify that the information provided
on this form is true, correct and complete.
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Signature: -------------------------------------------------------- Date:
----------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP U.S.
FEDERAL INCOME TAX WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO THE UNDERSIGNED
PURSUANT TO THE MERGER AGREEMENT. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX
BUT MERELY AN ADVANCE PAYMENT, WHICH MAY BE REFUNDED TO THE EXTENT IT RESULTS IN
OVERPAYMENT OF TAX. CERTAIN PERSONS ARE EXEMPT FROM BACKUP WITHHOLDING. PLEASE
REVIEW THE ATTACHED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
8
9
INSTRUCTIONS
This Form of Election and Letter of Transmittal is to be completed and
submitted to the Paying Agent prior to the Election Deadline by those holders of
Advest common shares desiring to make an Election. It also may be used as a
letter of transmittal for holders of Advest common shares who do not complete
and submit the Form of Election and Letter of Transmittal prior to the Election
Deadline. Holders of Advest common shares who do not complete and submit this
Form of Election and Letter of Transmittal prior to the Election Deadline cannot
make an election. They will be deemed to have made a Non-Election and will
receive Merger Consideration based on the results of the allocation procedures
set forth in the Merger Agreement and described in the Proxy Statement. Holders
of shares of restricted stock of Advest will not be entitled to make any
election, but rather will receive the consideration described in the Proxy
Statement in "Principal Provisions of the Merger Agreement -- Advest Restricted
Stock." Until a record holder's share certificate(s) or confirmation of a book-
entry transfer of the shares at DTC is received by the Paying Agent at either of
the addresses (or the facsimile number solely with respect to a Guarantee of
Delivery) set forth on the front of this Form of Election and Letter of
Transmittal, together with any other documents the Paying Agent may require, and
until the same are processed for exchange by the Paying Agent, the holder will
not receive any certificate representing the Stock Consideration and/or the
check representing the Cash Consideration or the check representing cash in lieu
of fractional shares (if any) in exchange for the holder's share certificate(s).
No interest will accrue on the Cash Consideration or any cash in lieu of
fractional shares. Holders of Advest common shares receiving Stock Consideration
will be entitled to any dividends or other distributions with respect to MONY
common stock which have a record date and are paid after the effective time of
the merger.
1. Time in Which to Make an Election. For an Election to be validly made,
the Paying Agent must receive, at either of the addresses set forth on the front
of this Form of Election and Letter of Transmittal, prior to the Election
Deadline, this Form of Election and Letter of Transmittal, properly completed
and executed, and accompanied by all of the certificates representing the Advest
common shares owned by that holder, confirmation of a book-entry transfer of the
shares at DTC or by a Guarantee of Delivery. Any shareholder whose Form of
Election and Letter of Transmittal and certificates (or confirmation of a
book-entry transfer of the shares at DTC or Guarantee of Delivery) are not so
received will be deemed to have made a Non-Election. In the event Advest common
shares covered by a Guarantee of Delivery are not received (or are not the
subject of a confirmation of a book-entry transfer of the shares at DTC) within
three New York Stock Exchange trading days after the Election Deadline, unless
that deadline has been extended in accordance with the terms of the Merger
Agreement, the holder thereof will be deemed to have made a Non-Election.
2. Change or Revocation of Election. Any holder of Advest common shares
who has made an Election by submitting a Form of Election and Letter of
Transmittal to the Paying Agent may at any time prior to the Election Deadline
change that holder's Election by submitting to the Paying Agent a revised Form
of Election and Letter of Transmittal, properly completed and signed, that is
received by the Paying Agent prior to the Election Deadline. Any holder of
Advest common shares may at any time prior to the Election Deadline revoke the
Election and withdraw the certificate(s) for the holder's Advest common shares
deposited with the Paying Agent by written notice to the Paying Agent received
on or before the close of business on the day prior to the Election Deadline.
After the Election Deadline, a holder of Advest common shares may not change the
Election and may not withdraw his or her certificate(s) unless the Merger
Agreement is terminated.
3. Nominees. Record holders of Advest common shares who are nominees only
may submit a separate Form of Election and Letter of Transmittal for each
beneficial owner for whom the record holder is a nominee; provided, however,
that at the request of MONY the record holder must certify to ▇▇▇▇'s
satisfaction that the record holder holds those Advest common shares as nominee
for the beneficial owner(s) thereof. Each beneficial owner for which a Form of
Election and Letter of Transmittal is submitted will be treated as a separate
holder of Advest common shares.
4. Guarantee of Signatures. No signature guarantee is required on this
Form of Election and Letter of Transmittal if this Form of Election and Letter
of Transmittal is signed by the record holder(s) of the Advest common shares
tendered herewith, and the certificate representing MONY common stock and/or the
check, if applicable, are to be issued to that record holder(s) without any
correction or change in the name of the record holder(s). IN ALL OTHER CASES,
ALL SIGNATURES ON THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST BE
GUARANTEED. All signatures required to be guaranteed in accordance with these
instructions must be guaranteed by a bank, broker or other institution that is a
member of a Medallion Signature Guaranty Program. Public notaries cannot execute
acceptable guarantees of signatures.
5. Signatures on Form of Election and Letter of Transmittal, Stock Powers
and Endorsements.
(a) If this Form of Election and Letter of Transmittal is signed by
the record holder(s) of the certificate(s) tendered hereby without any
alteration, variation, correction or change in the name of the record
holder(s), the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without any
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10
change whatsoever. In the event the name of the record holder(s) needs to
be corrected or has changed (by marriage or otherwise), see Instruction 6.
(b) If any Advest common shares tendered hereby are held of record by
two or more joint holders, each of the joint holders must sign this Form of
Election and Letter of Transmittal.
(c) If this Form of Election and Letter of Transmittal is signed by
the record holder(s) of the share certificate(s) listed and transmitted
hereby, no endorsements of the certificate(s) or separate stock powers are
required.
(d) If any surrendered Advest common shares are registered in
different names on several share certificates, it will be necessary to
complete, sign and submit as many separate Forms of Election and Letters of
Transmittal as there are different registrations of share certificates.
(e) If this Form of Election and Letter of Transmittal is signed by a
person(s) other than the record holder(s) of the certificate(s) listed, the
certificate(s) must be endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name of the record holder(s) appears
on the certificate(s). Signatures on the certificate or stock powers must
be guaranteed. See Instruction 4.
(f) If this Form of Election and Letter of Transmittal or any share
certificate(s) or stock power(s) is signed by a person(s) other than the
record holder(s) of the share certificate(s) listed and the signer(s) is
acting in the capacity of trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person(s) acting in
a fiduciary or representative capacity, that person(s) must so indicate
when signing and must submit proper evidence satisfactory to the Paying
Agent of authority to so act.
6. Special Payment and Delivery Instructions. Unless instructions to the
contrary are given in the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions," the certificate representing MONY
common stock and/or the check to be distributed upon the surrender of Advest
common shares pursuant to this Form of Election and Letter of Transmittal will
be issued in the name and mailed to the address of the record holder(s) set
forth in the box entitled "Description of Advest Common Shares Surrendered." If
the certificate and/or check are to be issued in the name of a person(s) other
than the record holder(s) or if the name of the record holder(s) needs to be
corrected or changed (by marriage or otherwise), the box entitled "Special
Payment Instructions" must be completed. If the certificate and/or check are to
be sent to a person(s) other than the record holder(s) or to the record
holder(s) at an address other than that shown in the box entitled "Description
of Advest Common Shares Surrendered," the box entitled "Special Delivery
Instructions" must be completed. If the box entitled "Special Payment
Instructions" is completed, or the box entitled "Special Delivery Instructions"
is completed other than for the sole purpose of changing the address of the
record holder(s), the signature(s) of the person(s) signing this Form of
Election and Letter of Transmittal must be guaranteed. See Instruction 4.
7. Important Information Regarding 31% Backup Withholding. Under U.S.
federal income tax law, the holder of Advest common shares must report and
certify his or her social security or other taxpayer identification number and
further certify that the holder is not subject to backup withholding due to
notified underreporting. Failure to complete the Substitute Form W-9 above could
result in certain penalties as well as backup withholding of 31% of payments due
to the holder. See the attached "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
8. Inadequate Space. If there is inadequate space to complete any box or
to sign this Form of Election and Letter of Transmittal, the information or
signatures required to be provided must be set forth on additional sheets
substantially in the form of the corresponding portion of this Form of Election
and Letter of Transmittal and attached to this Form of Election and Letter of
Transmittal.
9. Indication of Certificate Numbers and Shares. This Form of Election and
Letter of Transmittal should indicate the certificate number(s) of the
certificate(s) representing the Advest common shares covered hereby and the
number of shares represented by each certificate.
10. Method of Delivery. The method of delivery of all documents is at the
option and risk of the holder of Advest common shares. If delivery is by mail,
the use of registered mail, with return receipt requested, properly insured, is
strongly recommended. A return envelope is enclosed. It is suggested that this
Form of Election and Letter of Transmittal be hand delivered or mailed to the
Paying Agent as soon as possible. Delivery of the documents will be deemed
effective, and risk of loss and title with respect thereto will pass, only when
materials are actually received by the Paying Agent.
11. Payment Will be Made by a Single Check or Certificate. Normally, a
single check and/or a single certificate representing MONY common stock will be
issued; however, if for tax purposes or otherwise a holder wishes to have the
certificates issued in particular denominations, explicit written instructions
to the Paying Agent should be provided. Holders participating in a joint
election will receive a single check or share certificate for the holders'
Advest common shares.
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11
12. Lost Certificates. If any certificate representing Advest common
shares has been lost, stolen or destroyed, the holder should notify the Paying
Agent in writing and await instructions as to how to proceed.
13. Non-Consummation of Merger. Consummation of the merger is subject to
the required approval of the shareholders of Advest and to the satisfaction of
certain other conditions. No payments related to any surrender of the
certificate(s) will be made prior to the consummation of the merger, and no
payments will be made to shareholders if the Merger Agreement is terminated. If
the Merger Agreement is terminated, all Elections will be void and of no effect
and certificates submitted to the Paying Agent will be returned as soon as
practicable to the persons submitting them.
14. Voting Rights and Dividends. Holders of Advest common shares will
continue to have the right to vote and to receive all dividends paid on all
Advest common shares deposited by them with the Paying Agent until the merger
becomes effective.
15. Guarantee of Delivery. Holders of Advest common shares whose
certificates are not immediately available or who cannot deliver their
certificates and all other required documents to the Paying Agent or cannot
complete the procedure for delivery of Advest common shares by book-entry
transfer into the Paying Agent's account at DTC prior to the Election Deadline,
may deliver their Advest common shares by properly completing and duly executing
a Guarantee of Delivery if (1) the Guarantee of Delivery is made by or through a
member of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
in the United States, (2) prior to the Election Deadline, the Paying Agent
receives a properly completed and duly executed Guarantee of Delivery, as
provided herein, together with a properly completed and duly executed Form of
Election and Letter of Transmittal and any other documents required by the Form
of Election and Letter of Transmittal; and (3) the certificates for all the
Advest common shares covered by the Guarantee of Delivery, in proper form for
transfer (or confirmation of a book-entry transfer of such Advest common shares
into the Paying Agent's account at DTC), are received by the Paying Agent within
three NYSE trading days after the Election Deadline. If the above requirements
are not satisfied in a timely manner, the holder will be deemed to have made a
Non-Election.
16. Construction. All Elections will be considered in accordance with the
terms and conditions of the Merger Agreement.
All questions with respect to the Form of Election and Letter of
Transmittal (including, without limitation, questions relating to the
timeliness, effectiveness or revocation of any election) will be resolved by
MONY in its sole discretion and such resolution will be final and binding.
With the consent of MONY, the Paying Agent may (but is not required to)
waive any immaterial defects or variances in the manner in which the Form of
Election and Letter of Transmittal has been completed and submitted so long as
the intent of the holder of Advest common shares submitting the Form of Election
and Letter of Transmittal is reasonably clear. The Paying Agent is under no
obligation to provide notification of any defects in the deposit and surrender
of any certificate(s) formerly representing Advest common shares.
17. Miscellaneous. No fraction of a share of MONY common stock will be
issued upon the surrender for exchange of a certificate(s) for Advest common
shares. In lieu of fractional shares, an amount of cash determined under a
formula set forth in the Merger Agreement will be paid by check.
COMPLETING AND RETURNING THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL
DOES NOT HAVE THE EFFECT OF CASTING A VOTE WITH RESPECT TO ADOPTION OF THE
MERGER AGREEMENT AND APPROVAL OF THE RELATED TRANSACTIONS AT THE SPECIAL MEETING
OF SHAREHOLDERS OF ADVEST.
18. Questions and Requests for Information. Questions and requests for
information or assistance relating to this Form of Election and Letter of
Transmittal should be directed to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Communications Inc., as
information agent, at the following numbers: (1) for banks or brokers:
▇▇▇-▇▇▇-▇▇▇▇ (collect) and (2) for all other stockholder requests: ▇▇▇-▇▇▇-▇▇▇▇.
Additional copies of the Proxy Statement and this Form of Election and Letter of
Transmittal may be obtained from ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or by calling them at the
telephone number set forth in the preceding sentence.
11
12
The Information Agent is:
▇▇▇▇▇▇▇▇▇
SHAREHOLDER
COMMUNICATIONS INC.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Banks and Brokerage Firms Call:
(▇▇▇) ▇▇▇-▇▇▇▇
All Others Call Toll Free:
(▇▇▇) ▇▇▇-▇▇▇▇
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give to the payer.
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GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
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1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of other
individuals(1)
3. Husband and wife (joint ac- The actual owner of the
count) account or, if joint funds,
either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the minor
account) is the only contributor, the
minor(1)
6. Account in the name of The ward, minor, or incom-
guardian or committee for a petent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account The actual owner.(1)
that is not a legal or valid
trust under the State law
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------------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --
------------------------------------------------------------------
8. Sole proprietorship account The Owner(4)
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identification
number of the personal rep-
resentative or trustee
unless the legal entity
itself is not designated in
the account title.)(5)
10. Corporate Account The Corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account The partnership
13. Association, club or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as
State or local government,
school district, or prison)
that receives agricultural
program payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ▇▇▇▇'▇, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
14
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments including
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under Section 501 (a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust. A common trust fund operated by a bank under
Section 584 (a) of the Code.
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1) of the Code.
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852) of the Code.
- Payments described in section 6049(b)(5) of the Code to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations. Payments made to a nominee.
Exempt payees described above must still complete the Substitute Form W-9
enclosed herewith to avoid possible erroneous backup withholding. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON PART III OF THE FORM, WRITE "EXEMPT" ON THE FACE OF THE
FORM, AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A
NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING GIVE
THE PAYER A COMPLETED FORM W-8 CERTIFICATE OF FOREIGN STATUS.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N of the Code and their regulations.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
a tax return. The IRS may also provide this information to the Department of
Justice and state and local authorities for tax administration and enforcement
purposes. Payers must generally withhold 31% of taxable interest, dividends, and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.