Pier 1 2009 Annual Report Download - page 124

Imports’ common stock resulting from the reverse stock split. Shareholders of record upon the
Effective Time will be furnished the necessary materials and instructions for the surrender and
exchange of their Old Certificate(s) at the appropriate time by the exchange agent. Shareholders will
not have to pay any transfer fee or other fee in connection with such exchange. As soon as practicable
after the Effective Time, the exchange agent will send a transmittal letter to each shareholder advising
such holder of the procedure for surrendering Old Certificate(s) in exchange for new shares held in
book-entry form. Pursuant to applicable rules of the NYSE, your Old Certificate(s) representing
pre-split shares cannot be used for either transfers or deliveries made on the NYSE. Accordingly, you
must exchange your Old Certificate(s) in order to effect transfers or deliveries of your shares on the
NYSE.
YOU SHOULD NOT SEND YOUR OLD CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY
AFTER YOU RECEIVE THE LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.
As soon as practicable after the surrender to the exchange agent of any Old Certificate(s),
together with a properly completed and duly executed transmittal letter and any other documents the
exchange agent may specify, the exchange agent will have their holdings electronically adjusted in the
name of such person.
Until surrendered as contemplated herein, a shareholder’s Old Certificate(s) shall be deemed at
and after the Effective Time to represent the number of full shares of Pier 1 Imports’ common stock
resulting from the reverse stock split. Until shareholders have returned their properly completed and
duly executed transmittal letter and surrendered their Old Certificate(s) for exchange, shareholders will
not be entitled to receive any other distributions, if any, that may be declared and payable to holders of
record following the reverse stock split.
Any shareholder whose Old Certificate(s) have been lost, destroyed or stolen will be entitled to
new shares in book-entry form only after complying with the requirements that we and our transfer
agent customarily apply in connection with lost, stolen or destroyed certificates.
No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any
Old Certificate, except that if any book-entry shares are to be issued in a name other than that in
which the Old Certificate(s) are registered, it will be a condition of such issuance that (1) the person
requesting such issuance must pay to us any applicable transfer taxes or establish to our satisfaction
that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal
and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in
proper form for transfer.
Any shareholder who wants to continue holding certificated shares may request new certificate(s)
from Pier 1 Imports’ transfer agent.
Fractional Shares
We do not currently intend to issue fractional shares in connection with the reverse stock split.
Therefore, we do not expect to issue book-entry shares or certificates representing fractional shares.
Shareholders who would otherwise hold fractional shares because the number of shares of common
stock they hold before the reverse stock split is not evenly divisible by the split ratio ultimately selected
by the board of directors will be entitled to receive cash (without interest or deduction) in lieu of such
fractional shares from the exchange agent and, where shares are held in certificated form, the
surrender of all Old Certificate(s) and receipt by the exchange agent of a properly completed and duly
executed transmittal letter, in an amount equal to the proceeds attributable to the sale of such
fractional shares following the aggregation and sale by the exchange agent of all fractional shares
otherwise issuable. Non-U.S. shareholders who hold certificated or uncertificated shares will need to
return to the exchange agent a properly completed and duly executed transmittal letter and W-8BEN
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