THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.If you are in any doubt about what action to take, you should immediately consult your stockbroker, bank manager, lawyer, accountant or other professional or investment advisor.
If you have sold or transferred all your American Depositary Shares, commonly known as ADSs, in Tubos de Acero de México, S.A. (“Tamsa”), please send this letter of transmittal together with the accompanying documents as soon as possible to the purchaser or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This document should be read in conjunction with the prospectus of Tenaris S.A. (the “Company”) dated August 8, 2003. The definitions used in the prospectus apply to this letter of transmittal. All terms and conditions contained in the prospectus for the offer to exchange ADSs of the Company (“Tenaris ADSs”) for Tamsa ADSs are deemed to be incorporated in and form part of this letter of transmittal.
LETTER OF TRANSMITTAL
To Exchange American Depositary Shares
of
TUBOS DE ACERO DE MEXICO, S.A.
for
American Depositary Shares
of
TENARIS S.A.
Pursuant to the Prospectus
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY
The exchange agent is:
JPMorgan Chase Bank
By Facsimile Transmission: | ||||||
By Mail: | (For Eligible Institutions Only) | By Overnight Courier: | By Hand: | |||
JPMorgan Chase Bank c/o EquiServe Corporate Reorganization P.O. Box 43006 Providence, RI 02940-3006 | (781) 380-3388 For Confirmation Telephone: (781) 843-1833 ext. 200 | JPMorgan Chase Bank c/o EquiServe Corporate Reorganization 161 Bay State Drive Braintree, MA 02184 | JPMorgan Chase Bank c/o Securities & Transfer Reporting Services 100 William St., Galleria New York, NY 10038 |
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE DEPOSITORY TRUST COMPANY (“DTC”) WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
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 USED ONLY FOR TENDERING TAMSA ADSs. DO NOT USE THIS LETTER OF TRANSMITTAL FOR ANY OTHER PURPOSE.
If you exchange Tamsa ADSs for Tenaris ADSs and the exchange offer is not terminated, you will receive one Tenaris ADS for every 1.8904 Tamsa ADSs tendered. Only the valid tender without subsequent withdrawal of your Tamsa ADSs in accordance with the procedures set forth below and in the prospectus dated August 8, 2003 will entitle you to receive Tenaris ADSs.
Action to be taken to accept the exchange offer
Please read the detailed instructions on how to complete this letter of transmittal. This letter of transmittal should only be used to accept the exchange offer if you are a registered holder of Tamsa ADSs. Tamsa shares, except insofar as they are represented by ADSs, cannot be tendered by means of this letter of transmittal. If you wish to tender Tamsa shares which are not represented by ADSs, you must cause the participant who appears as the owner of those shares on the books and records of S.D. Indeval, S.A. de C.V.,Institución para el Depósito de Valores(“Indeval”), the depositary for the Mexican securities clearing system, to deposit your Tamsa shares with the JPMorgan Chase Bank, as depositary for Tamsa’s ADR program (the “Tamsa depositary”), before 5:00 p.m., New York City time (4:00 p.m., Mexico City time) on September 10, 2003. After obtaining the Tamsa ADSs corresponding to the Tamsa shares you deposit, you must follow the procedures for tendering Tamsa ADSs. If you have any questions regarding or require assistance in depositing your Tamsa shares for Tamsa ADSs, please contact the Tamsa depositary at JPMorgan Chase Bank, 500 Stanton Christiana Road, Newark, DE 19713, 3/Ops 4, Attention: ADR Settlements, telephone: (302) 552-0230, fax: (302) 552-0330.
All letters of transmittal, American Depositary Receipts, commonly referred to as ADRs, of Tamsa evidencing Tamsa ADSs, and other required documents delivered to the exchange agent by holders of Tamsa ADSs will be deemed, without any further action by the exchange agent, to constitute acceptance by those holders of the exchange offer with respect to those Tamsa ADSs, and the shares of Tamsa represented thereby, subject to the terms and conditions set forth in the prospectus dated August 8, 2003, any supplements or amendments thereto, and this letter of transmittal.
If you tender certificated Tamsa ADSs, you will receive your new Tenaris ADSs in book-entry form, through the direct registration system maintained by JPMorgan Chase Bank, the depositary for Tenaris’s ADR program (the “Tenaris depositary”). The Tenaris depositary will mail you a statement setting forth your ownership interest. If you tender Tamsa ADSs by book-entry delivery through DTC, you will receive your Tenaris ADRs by book-entry delivery through DTC.
Please note that if you hold Tamsa ADSs and want to participate in the exchange offer, you may elect not to take any action prior to the expiration of the exchange offer (and, accordingly, you will not need to deliver this letter of transmittal). If you have not tendered your Tamsa ADSs by the expiration date of the exchange offer, you will be deemed to have instructed the Tamsa depositary to tender your Tamsa ADSs in exchange for Tenaris ADSs. However, in order to receive Tenaris ADSs in exchange for Tamsa ADSs tendered by the Tamsa depositary on your behalf, you must surrender your Tamsa ADS certificates to the Tamsa depositary by March 12, 2004. Otherwise, the Tamsa depositary may sell the Tenaris ADSs held on deposit on your behalf. In connection with any such sale, upon surrender of your Tamsa ADS certificates, you will be entitled to receive the proceeds of the sale, less fees, taxes and expenses.
Your acceptance of the exchange offer is on the terms and subject to the conditions contained in the prospectus and in this letter of transmittal. In the event of an inconsistency between the terms and procedures in this letter of transmittal and the prospectus, the terms and procedures in the prospectus shall govern. Please contact the information agent toll free at the address or telephone numbers set forth on the back cover of this letter of transmittal to discuss any inconsistency.
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DESCRIPTION OF TAMSA ADSs TENDERED | ||||||
(See Instruction 2) | ||||||
Name(s) and Address(es) of Registered Holder(s) | ||||||
(Please fill in exactly as name(s) appear(s) on Tamsa ADR(s) or your | ADSs Tendered | |||||
Global Invest Direct Statement) | (Attach additional list if necessary) | |||||
Total Number of | ||||||
Tamsa | Tamsa ADSs | Number of | ||||
ADR Serial | Evidenced by | Tamsa ADSs | ||||
Number(s)* | Tamsa ADRs* | Tendered** | ||||
Employer Identification No. or Social Security No. . | ||||||
* If you hold ADSs through Global Invest Direct, please leave this column blank. ** Unless otherwise indicated, it will be assumed that all Tamsa ADSs delivered to the U.S. exchange agent are being tendered. See Instruction 3. You must complete the box headed “Sign Here” in accordance with the instructions therein and, if appropriate, the boxes headed “Special Delivery Instructions” and “Special Issuance Instructions.” | ||||||
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To: JPMorgan Chase Bank, as exchange agent:
I hereby instruct the exchange agent to accept the exchange offer on my behalf with respect to the above described Tamsa ADSs (which expression shall in this letter of transmittal, except where the context otherwise requires, be deemed to include, without limitation, the Tamsa shares represented thereby), subject to the terms and conditions set forth in the prospectus, any supplements or amendments thereto, and this letter of transmittal. I hereby acknowledge that delivery of this letter of transmittal and of the Tamsa ADSs and other required documents delivered to the exchange agent in connection herewith will be deemed, without any further action by the exchange agent, to constitute acceptance of the exchange offer by me with respect to these Tamsa ADSs, subject to the rights of withdrawal set out in “Part Three— The Exchange Offer— Withdrawal Rights” in the prospectus and the terms and conditions set forth in this letter of transmittal.
I understand that my acceptance of the exchange offer pursuant to the procedures described herein and in the instructions hereto will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the exchange offer.
I hereby deliver to the exchange agent for tender to the Company the above-described Tamsa ADSs in accordance with the terms and conditions of the prospectus, any supplements or amendments thereto, and this letter of transmittal.
If I or someone acting on my behalf executes a letter of transmittal, upon the terms of the exchange offer, including, if the exchange offer is extended or amended, the terms and conditions of any such extensions or amendments, I hereby make the representations, warranties and agreements set forth in “Part Three— The Exchange Offer— Representations, Warranties and Agreements” of the Prospectus.
I undertake, represent and warrant that if any provision of this letter of transmittal shall be unenforceable or invalid or shall not operate so as to afford the Company or the exchange agent or their respective agents the benefit of the authority expressed to be given in this letter of transmittal, I shall, with all practicable speed, do all such acts and things and execute all such documents as may be required to enable the Company or the exchange agent to secure the full benefits of this letter of transmittal.
By executing this letter of transmittal or delivering an agent’s message, I agree that, effective from and after the date Tamsa ADSs are accepted,
• | the Company will be entitled to direct the exercise of any votes attaching to the Tamsa shares represented by the Tamsa ADSs in respect of which the exchange offer has been accepted or is deemed to have been accepted and any other rights and privileges attaching to the Tamsa shares represented by the Tamsa ADSs, including any right to call a meeting of the shareholders; and | |
• | the execution of this letter of transmittal and its delivery to the exchange agent and the delivery of the letter of transmittal by agent’s message will constitute: |
• | my authority to send any notice, circular, document or other communications which may be required to be sent to me to the Company at the Company’s registered office; | |
• | my authority to the Company to sign any consent to execute a form of proxy for the Tamsa shares represented by the Tamsa ADSs in respect of which the exchange offer has been accepted or is deemed to have been accepted appointing any person nominated by the Company to attend ordinary meetings of shareholders of Tamsa and to exercise the votes attaching to those shares on my behalf; |
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• | my irrevocable authority and appointment of the Company as my true and lawful agent and attorney-in-fact for these Tamsa ADSs and the Tamsa shares represented by the Tamsa ADSs, and any such other securities or rights, with full power of substitution, such power of attorney being deemed to be an irrevocable power coupled with an interest, to: |
• | deliver these Tamsa ADSs, and any such other securities or rights issued or issuable in respect of these Tamsa ADSs, or transfer the ownership of these Tamsa ADSs, and any other securities or rights issued or issuable in respect of these Tamsa ADSs, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company; and | |
• | cancel these Tamsa ADSs and deliver the shares underlying such ADSs, and any other securities or rights issued or issuable in respect of such shares, or transfer the ownership of such shares, and any other securities or rights issued or issuable in respect of such shares, on the central depositary system maintained by Indeval in Mexico, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company; and | |
• | receive all benefits and otherwise exercise all rights of beneficial ownership of these Tamsa ADSs and the Tamsa shares represented by the Tamsa ADSs, and any such other securities or rights issued or issuable in respect of these Tamsa ADSs or Tamsa shares, all in accordance with the terms of the exchange offer; and |
• | my agreement not to exercise any of these rights without the Company’s consent and an irrevocable undertaking not to appoint a proxy for or to attend ordinary meetings of shareholders. |
If I withdraw my Tamsa ADSs in accordance with the terms of the exchange offer, the appointment by proxy above will terminate from the time of withdrawal.
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions,” I hereby instruct the Company to issue, or cause to be issued, the Tenaris ADSs, evidenced by the Tenaris ADRs, issued in exchange for my tendered Tamsa ADSs in the name or names of the registered holders appearing herein in the box entitled “Description of Tamsa ADSs Tendered.”
Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” I hereby instruct the Company to deliver, or cause to be delivered, the Tenaris ADSs in book-entry form through the direct registration system maintained by the Tenaris depositary, issued in exchange for my tendered Tamsa ADSs, and deliver the statement therefor to the address or addresses of the registered holders appearing herein in the box entitled “Description of Tamsa ADSs Tendered.”
In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, I hereby instruct the Company to issue, or cause to be issued, the Tenaris ADSs in book-entry form, issued in exchange for my tendered Tamsa ADSs, in the name of the person or persons so indicated and deliver, or cause to be delivered, the Tenaris ADSs in book-entry form recorded in the registration system maintained by the Tenaris depositary, to be issued in exchange for my tendered Tamsa ADSs to the person or persons and to the addresses of the person or persons so indicated.
In the case of a book-entry delivery of the Tamsa ADSs, I hereby instruct the Company to arrange to credit the account maintained by my agent at DTC with Tenaris ADSs issued in exchange for the Tamsa ADSs tendered in book-entry form. In the case of Tamsa ADSs held in Global Invest Direct, I hereby instruct that the Tenaris ADSs issued in exchange for those Tamsa ADSs held in Global Invest Direct be issued in book-entry form through the direct registration system maintained by the Tenaris depositary.
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I recognize that the Company will not transfer any Tamsa ADSs from the name of the registered holder and will return any Tamsa ADSs to the registered holder if the Company does not accept for exchange any of the Tamsa ADSs so tendered.
The terms and conditions of the exchange offer contained in the prospectus, as from time to time supplemented or amended, shall be deemed to be incorporated in, and form part of, this letter of transmittal, which shall be read and construed accordingly.
This letter of transmittal shall not be considered complete and valid, and delivery of the consideration pursuant to the exchange offer shall not be made, until the Tamsa ADSs being tendered and all other required documentation have been received by the exchange agent as provided in the prospectus and this letter of transmittal.
Unless the “Special Delivery Instructions” box is completed, the address of the holder inserted in the box entitled “Description of Tamsa ADSs Tendered” is the address to which the consideration will be sent.
o | Check here if any of the Tamsa ADRs representing Tamsa ADSs that you own have |
been lost or destroyed. See Instruction 9. Number of Tamsa ADSs represented by lost or destroyed Tamsa ADR(s):
In case of questions, daytime telephone number where I can be reached:
SPECIAL ISSUANCE INSTRUCTIONS
o | Check box ONLY if the Tenaris ADSs, evidenced by Tenaris ADRs, and the check for the proceeds from the sale of any fractional Tenaris ADSs with respect to Tamsa ADSs accepted for exchange are to be issued in the name of someone other than the undersigned. |
Issue to:
Name: |
Address:
SPECIAL DELIVERY INSTRUCTIONS
o | Check box ONLY if the Tenaris ADSs and the check for the proceeds from the sale of any fractional Tenaris ADSs with respect to Tamsa ADSs accepted for exchange are to be sent to someone other than the undersigned at an address other than that shown above. |
Mail to:
Name: |
Address:
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Must be signed by registered holder(s) exactly as name(s) appear(s) on Tamsa ADR(s) evidencing the Tamsa ADS(s) or on the registered holder’s Global Invest Direct statement, if applicable, or by person(s) to whom Tamsa ADR(s) surrendered have been assigned and transferred, as evidenced by endorsement, stock powers and other documents transmitted herewith.
If signature is by any trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or others acting in a fiduciary or representative capacity, please set forth the following and see Instruction 4.
Name(s):
Capacity (full title):
Address:
Area code and telephone no.:
Employer Identification No. or
Social Security No.: |
Guarantee of Signature(s)
Authorized signature:
Name:
Name of firm:
Address:
Area code and telephone no.:
Dated:
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of Letter of Transmittal and Tamsa ADSs.
You can validly tender your Tamsa ADSs by following the instructions below.
Information applicable to all holders of Tamsa ADSs.The method of delivery of Tamsa ADSs, the letter of transmittal and all other required documents is at your option and risk. Tamsa ADSs will be deemed delivered only when actually received by the exchange agent. If you deliver the materials by mail, then registered mail with return receipt requested and proper insurance is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Delivery should be effected as soon as possible but no later than 5:00 p.m., New York City time, on September 12, 2003, unless the exchange offer is extended.
Alternatively, if you hold Tamsa ADSs and want to participate in the exchange offer, you may elect not to take any action prior to the expiration of the exchange offer (and, accordingly, you will not need to deliver this letter of transmittal). If you have not tendered your Tamsa ADSs by the expiration date of the exchange offer, you will be deemed to have instructed the Tamsa depositary to tender your Tamsa ADSs in exchange for Tenaris ADSs. However, in order to receive Tenaris ADSs in exchange for Tamsa ADSs tendered by the Tamsa depositary on your behalf, you must surrender your Tamsa ADS certificates to the Tamsa depositary by March 12, 2004. Otherwise, the Tamsa depositary may sell the Tenaris ADSs held on deposit on your behalf. In connection with any such sale, upon surrender of your Tamsa ADS certificates, you will be entitled to receive the proceeds of the sale, less fees, taxes and expenses.
No alternative, conditional or contingent tenders will be accepted. By executing this letter of transmittal you waive any right to receive any notice of the acceptance of your Tamsa ADSs for exchange.
Your signature on this letter of transmittal must in certain circumstances be guaranteed by a financial institution eligible to do so because it is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program. These institutions are commonly referred to as eligible institutions. Most banks, savings and loans associations and brokerage houses are participants in these programs and therefore eligible institutions. You do not need to have your signature guaranteed by an eligible institution if:
• | you are the registered holder of the Tamsa ADSs tendered and you have not completed the box entitled “Special Delivery Instructions” or the box entitled “Special Issuance Instructions” in this letter of transmittal; or | |
• | you are tendering Tamsa ADSs for the account of an eligible institution. |
If Tamsa ADSs are forwarded to the exchange agent in multiple deliveries, a properly completed and duly executed letter of transmittal must accompany each delivery.
If the Tamsa ADSs are registered in the name of a person other than the signatory of the letter of transmittal, then the tendered Tamsa ADRs must be endorsed or accompanied by appropriate stock powers. The stock powers must be signed exactly as the name or names of the registered owner or owners appear on the Tamsa ADRs, with the signatures on the Tamsa ADRs or stock powers guaranteed as described above and in accordance with the instructions in the letter of transmittal.
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Tamsa ADSs in Certificated Form.If you hold your Tamsa ADSs in certificated form, you will need to do each of the following before the expiration date:
• | complete and execute this letter of transmittal in accordance with the instructions contained herein; and |
• | deliver this properly completed and duly executed letter of transmittal, together with the ADRs evidencing your Tamsa ADSs and any other documents specified in this letter of transmittal, to the exchange agent at the address shown on the cover of this letter of transmittal. |
Tamsa ADSs in Book-Entry Form (other than through Global Invest Direct). If you hold your Tamsa ADSs in book-entry form in a brokerage or custodian account through an agent, including a broker, dealer, bank, trust company or other financial intermediary, you will need to timely instruct your agent to tender the Tamsa ADSs on your behalf before the expiration date by:
• | causing DTC to transmit an agent’s message to the exchange agent that states that the appropriate participant in DTC has delivered an express acknowledgment that such participant has received and agrees to be bound by the terms of the letter of transmittal; and | |
• | making a book-entry transfer of your Tamsa ADSs to the account established by the exchange agent at DTC for the purpose of receiving these transfers. |
The exchange agent will establish an account at DTC with respect to the Tamsa ADSs held in book-entry form for purposes of the exchange offer. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of Tamsa ADSs by causing DTC to transfer the Tamsa ADSs into the exchange agent’s account at DTC. This must be done in accordance with DTC’s procedure for book-entry transfers.
Tamsa ADSs in Global Invest Direct.If you hold your Tamsa ADSs through Global Invest Direct, you will need to do each of the following before the expiration date:
• | complete and execute this letter of transmittal in accordance with the instructions contained herein; and | |
• | deliver this properly completed and duly executed letter of transmittal and any other documents specified in this letter of transmittal to the exchange agent at the address shown on the cover of this letter of transmittal. |
2. Inadequate Space. If the space provided herein is inadequate, you should list on a separate schedule attached hereto the serial number of the Tamsa ADRs, the total number of Tamsa ADSs represented by these Tamsa ADRs and the number of Tamsa ADSs tendered.
3. Partial Tenders. If you wish to tender fewer than all of your Tamsa ADSs evidenced by Tamsa ADRs that you deliver to the exchange agent, you should indicate this in this letter of transmittal by filling in the number of Tamsa ADSs which are to be tendered in the box entitled “Number of Tamsa ADSs Tendered.” In the case of a partial tender, you must surrender the old ADRs to the Tamsa depositary and withdraw the Tamsa shares underlying the remainder of your Tamsa ADSs prior to the expiration of the exchange offer. Otherwise, the Tamsa depositary will automatically tender your untendered Tamsa ADSs into the exchange offer.
If you do not specify otherwise in this letter of transmittal, the Company will assume that you intend to tender all of the Tamsa ADSs that you deliver to the exchange agent.
4. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this letter of transmittal is signed by the registered holder(s) of the Tamsa ADSs tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without any change whatsoever.
If any of the Tamsa ADSs tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.
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If any of the Tamsa ADSs tendered in the exchange offer are registered in different names on several Tamsa ADRs, it will be necessary to complete, sign and submit as many separate letters of transmittal as there are different registrations of Tamsa ADRs.
If this letter of transmittal or any Tamsa ADRs 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 persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority to act must be submitted.
When this letter of transmittal is signed by the registered holder(s) of the Tamsa ADSs listed and transmitted hereby, no endorsements of Tamsa ADRs or separate stock powers are required unless Tenaris ADSs, evidenced by Tenaris ADRs, are to be issued to a person other than the registered holder(s). Signatures on these Tamsa ADRs or stock powers must be guaranteed by an eligible institution.
If this letter of transmittal is signed by a person other than the registered holder(s) of the Tamsa ADSs listed, the Tamsa ADRs must be endorsed or accompanied by appropriate stock powers. The stock powers must be signed exactly as the name or names of the registered holder or holders appear on the Tamsa ADRs evidencing such Tamsa ADSs. Signatures on these ADRs or stock powers must be guaranteed by an eligible institution.
5. Taxes. The Company will pay, or cause to be paid, all security transfer taxes, if any, with respect to the issuance of Tenaris ADSs pursuant to the Exchange Offer, unless the holder tendering Tamsa ADSs differs from the person receiving Tenaris ADSs in exchange therefor or if a transfer tax is imposed for any reason other than the issuance of Tenaris ADSs pursuant to the Exchange Offer, in which case the transferor will need to pay the amount of any transfer taxes. For a discussion of the U.S. federal income tax consequences of participating in the exchange offer (including certain applicable information reporting and backup withholding taxes that may apply), see “Part Three—The Exchange Offer—Material Tax Considerations—U.S. Tax Consequences.”
6. Special Issuance and Delivery Instructions. The appropriate “Special Delivery Instructions” box and/or the “Special Issuance Instructions” box on this letter of transmittal should be completed if:
• | the statement for the Tenaris ADSs to be issued in exchange for the Tamsa ADSs are to be issued in the name of a person other than the signer of this letter of transmittal, or | |
• | the Tenaris ADSs to be issued in exchange for the Tamsa ADSs are to be sent to an address other than that indicated in the box entitled “Description of Tamsa ADSs Tendered.” |
7. Waiver of Conditions. The Company, in accordance with the terms of the exchange offer, has reserved the right to waive any of the conditions stated in the prospectus, in whole or in part. See “Part Three—The Exchange Offer—Conditions to Completion of the Exchange Offer” in the prospectus.
8. How to Participate in the Exchange Offer. If you hold Tamsa ADSs, you may use a letter of transmittal in order to tender your Tamsa ADSs and accept the exchange offer. Alternatively, if you hold Tamsa ADSs and want to participate in the exchange offer, you may elect not to take any action prior to the expiration of the exchange offer (and, accordingly, you will not need to deliver this letter of transmittal). If you have not tendered your Tamsa ADSs by the expiration date of the exchange offer, you will be deemed to have instructed the Tamsa depositary to tender your Tamsa ADSs in exchange for Tenaris ADSs. However, in order to receive Tenaris ADSs in exchange for Tamsa ADSs tendered by the Tamsa depositary on your behalf, you must surrender your Tamsa ADS certificates to the Tamsa depositary by March 12, 2004. Otherwise, the Tamsa depositary may sell the Tenaris ADSs held on deposit on your behalf. In connection with any such sale, upon surrender of your Tamsa ADS certificates, you will be entitled to receive the proceeds of the sale, less fees, any transfer taxes and expenses.
Holders of Tamsa shares may not tender Tamsa shares pursuant to this letter of transmittal except insofar as they are represented by Tamsa ADSs. If you have questions or need assistance or additional copies of the prospectus or
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9. Lost, Destroyed or Stolen Tamsa ADRs. If any of your Tamsa ADRs representing Tamsa ADSs have been lost, destroyed or stolen, you should promptly notify the Tamsa depositary by checking the box immediately preceding “Special Delivery Instructions” and indicate the number of Tamsa ADSs represented by the lost, destroyed or stolen Tamsa ADRs. The Tamsa depositary will be able to instruct you as to the steps that must be taken in order to replace the Tamsa ADRs. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Tamsa ADRs have been complied with.
10. Fractional Entitlements. No fractional Tenaris ADSs will be issued. The exchange agent will remit cash without interest in lieu of such fractional Tenaris ADSs. No holder of Tamsa ADSs shall be entitled to dividends, voting rights or other rights in respect of any fractional Tenaris ADSs.
11. Backup Withholding. Under the U.S. federal income tax law, a holder whose tendered Tamsa ADSs are accepted for exchange is required to provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9, which is enclosed. If the exchange agent is not provided with the correct TIN, the Internal Revenue Service (“IRS”) may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Tamsa ADSs exchanged pursuant to the exchange offer may be subject to a 28% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below the Substitute Form W-9 in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the exchange agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the exchange agent. For further information concerning backup withholding and instructions for completing the enclosed Substitute Form W-9, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
Exempt holders (including, among others, corporations) are not subject to backup withholding and should so certify on Substitute Form W-9. A foreign individual or foreign entity may qualify as an exempt person by submitting a statement on the enclosed Form W-8BEN, signed under penalties of perjury, certifying such person’s foreign status.
Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of such tax withheld. If backup withholding results in an overpayment of taxes, a refund may be applied for from the IRS.
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SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service | Part 1 — Taxpayer Identification Number. Please provide your TIN in the box at right and certify by signing and dating below. | Social Security Number or Employer Identification Number | |||
Part 2 — Certification — Under penalties of perjury, I certify that: | |||||
(1) The number shown on this form is my corr I am waiting for a number to be issued for me (2) I am not subject to backup withholding e backup withholding, (b) I have not been noti (“IRS”) that I am subject to backup wi report all interest or dividends, or (c) I am no longer subject to backup withhol | ect Taxpayer Identification Number (or ); ither because: (a) I am exempt from fied by the Internal Revenue Service thholding as a result of a failure to I have been notified by the IRS that ding; | ||||
(3) I am a U.S. Person (including a U.S. resident alien); and | |||||
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification | (4) Any information provided on this form i Part 3 — Awaiting TINo | s true, correct and complete. | |||
Certification Instructions — You must cross out item (2) of Part 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 tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such Item (2). SIGNATURE NAME (please print) ADDRESS (include zip code) DATE -------------------------------------------------------------------------------------------------------------------------, 2003 | |||||
NOTE: | FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% OF THE AMOUNT OF ALL REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE 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
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration office, or (2) 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 payment, 28% of all payments made to me thereafter will be withheld until I provide a number.
Signature: | Date: | , 2003 |
FormW-8BEN (Rev. December 2000) Department of the Treasury Internal Revenue Service | Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding - Section references are to the Internal Revenue Code. - See separate instructions. - Give this form to the withholding agent or payer. Do not send to the IRS. | OMB No. 1545-1621 | ||
Do not use this form for: | Instead, use Form: |
• A U.S. citizen or other U.S. person, including a resident alien individual W-9 | ||||
• A person claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States W-8ECI | ||||
• A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions) W-8ECI or W-8IMY | ||||
• A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP | ||||
Note:These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding. | ||||
• A person acting as an intermediary W-8IMY |
Note: See instructions for additional exceptions.
1 | Name of individual or organization that is the beneficial owner | 2 Country of incorporation or organization | ||
3 | Type of beneficial owner: | o Individual | o Corporation | o Disregarded entity | o Partnershi | po Simple trust | ||||||
o Grantor trust | o Complex trust | o Estate | o Government | o International organization | ||||||||
o Central bank of issue | o Tax-exempt organization | o Private foundation |
4 | Permanent residence address (street, apt. or suite no., or rural route).Do not use a P.O. box or in-care-of address. | |||
City or town, state or province. Include postal code where appropriate. | Country (do not abbreviate) | |||
5 | Mailing address (if different from above) | |||
City or town, state or province. Include postal code where appropriate. | Country (do not abbreviate) | |||
6 | U.S. taxpayer identification number, if required (see instructions) | 7 Foreign tax identifying number, if any (optional) | ||
o SSN or ITIN o EIN | ||||
8 | Reference number(s) (see instructions) | |||
9 | I certify that (check all that apply): | |||
a | o | The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. | ||
b | o | If required, the U.S. taxpayer identification number is stated on line 6 (see instructions). | ||
c | o | The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions). | ||
d | o | The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions). | ||
e | o | The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000. | ||
10 | Special rates and conditions(if applicable — see instructions): The beneficial owner is claiming the provisions of Article of the treaty identified | |||
on line 9a above to claim a % rate of | ||||
withh | olding on (specify type of income): | |||
Explain the reasons the beneficial owner meets the terms of the treaty article: |
11 | o | I have provided or will provide a statement that identifies those notional principal contracts from which the income isnoteffectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required. |
• | I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates, |
• | The beneficial owner is not a U.S. person, |
• | The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty,and |
• | For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. |
Sign Here - | ||||||
Signature of beneficial owner (or individual authorized to sign for beneficial owner) | Date (MM-DD-YYYY) | Capacity in which acting |
For Paperwork Reduction Act Notice, see separate instructions. | Cat. No. 25047Z | Form W-8BEN (Rev. 12-2000) |
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(Use with the December 2000 revision of Form W-8BEN.)
General Instructions
Note:For definitions of terms used throughout these instructions, seeDefinitionson pages 2 and 3.
A change to note.We addedNonresident alien who becomes a resident aliento the instructions for line 10 on page 5. This new section requires the use of Form W-9 in certain circumstances. See page 5 for details.
Purpose of form.Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of:
• Interest (including certain original issue discount (OID));
• Dividends;
• Rents;
• Royalties;
• Premiums;
• Annuities;
• Compensation for, or in expectation of, services performed;
• Substitute payments in a securities lending transaction; or
• Other fixed or determinable annual or periodical gains, profits, or income.
This tax is imposed on the gross amount paid and is generally collected by withholding on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner.
If you receive certain types of income, you must provide Form W-8BEN to:
• Establish that you are not a U.S. person;
• Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided; and
• If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.
You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding for certain types of income that are not subject to foreign-person withholding. Such income includes:
• Broker proceeds.
• Short-term (183 days or less) original issue discount (OID).
• Bank deposit interest.
• Foreign source interest, dividends, rents, or royalties.
• Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or big-6 wheel.
You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States.
A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source.
Provide Form W-8BEN to the withholding agent or payer before income is paid or credited to you. Failure to provide a Form W-8BEN when requested may lead to withholding at a 30% rate (foreign-person withholding) or the backup withholding rate.
Note:For additional information and instructions for the withholding agent, see theInstructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.
Who must file.You must give Form W-8BEN to the withholding agent or payer if you are a foreign person and you are the beneficial owner of an amount subject to withholding. Submit Form W-8BEN when requested by the withholding agent or payer whether or not you are claiming a reduced rate of, or exemption from, withholding.
Do notuse Form W-8BEN if:
• You are a U.S. citizen (even if you reside outside the United States) or other U.S. person (including a resident alien individual). Instead, useForm W-9,Request for Taxpayer Identification Number and Certification.
• You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9.
• You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provideForm 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, orForm W-4, Employee’s Withholding Allowance Certificate.
• You are receiving income that is effectively connected with the conduct of a trade or business in the United States. Instead, provideForm W-8ECI,Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. SeeChange in circumstances below.
• You are filing for a foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming the applicability of section 115(2), 501(c), 892, 895, or 1443(b). Instead, provideForm W-8EXP,Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim you are a foreign person exempt from backup withholding. You should use Form W-8ECI if you received effectively connected income (for example, income from commercial activities).
• You are a foreign flow-through entity, other than a hybrid entity, claiming treaty benefits. Instead, provideForm W-8IMY,Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner, beneficiary, or owner of a flow-through entity and you are not yourself a flow-through entity, you may be required to furnish a Form W-8BEN to the flow-through entity.
• You are a reverse hybrid entity transmitting beneficial owner documentation provided by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY.
• You are a withholding foreign partnership or a withholding foreign trust. A withholding foreign partnership or a withholding foreign trust is a foreign partnership or trust that has entered into a withholding
• You are acting as an intermediary (that is, acting not for your own account, but for the account of others as an agent, nominee, or custodian). Instead, provide Form W-8IMY.
Giving Form W-8BEN to the withholding agent. Do notsend Form W-8BEN to the IRS. Instead, give it to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment or who credits your account. Give Form W-8BEN to the person requesting it before the payment is made to you or credited to your account. If you do not provide this form, the withholding agent may have to withhold at a 30% rate (foreign-person withholding) or backup withholding rate. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W-8BEN for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent.
Note:If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person if Forms W-8BEN are provided by all of the owners. If the withholding agent receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person.
Change in circumstances.If a change in circumstances makes any information on the Form W-8BEN you have submitted incorrect, you must notify the withholding agent or payer within 30 days of the change in circumstances and youmustfile a new Form W-8BEN or other appropriate form.
If you use Form W-8BEN to certify that you are a foreign person, a change of address to an address in the United States is a change in circumstances. Generally, a change of address within the same foreign country or to another foreign country is not a change in circumstances. However, if you use Form W-8BEN to claim treaty benefits, a move to the United States or outside the country where you have been claiming treaty benefits is a change in circumstances. In that case, you must notify the withholding agent or payer within 30 days of the move.
If you become a U.S. citizen or resident after you submit Form W-8BEN, you are no longer subject to the 30% foreign-person withholding rate. You must notify the withholding agent or payer within 30 days of becoming a U.S. citizen or resident. You may be required to provide a Form W-9. For more information, see Form W-9 and instructions.
Expiration of Form W-8BEN.Generally, a Form W-8BEN provided without a U.S. taxpayer identification number (TIN) will remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. For example, a Form W-8BEN signed on September 30, 2003, remains valid through December 31, 2006. A Form W-8BEN furnished with a U.S. TIN will remain in effect until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to the beneficial owner who provided the Form W-8BEN. See the instructions for line 6 on page 4 for circumstances under which youmustprovide a U.S. TIN.
Definitions
Beneficial owner.For payments other than those for which a reduced rate of withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under U.S. tax principles to include the income in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the payment were income.
Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of income paid to a foreign partnership are generally the partners in the partnership, provided that the partner is not itself a partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of income paid to a foreign simple trust (that is, a foreign trust that is described in section 651(a)) are generally the beneficiaries of the trust, if the beneficiary is not a foreign partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of a foreign grantor trust (that is, a foreign trust to the extent that all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679) are the persons treated as the owners of the trust. The beneficial owners of income paid to a foreign complex trust (that is, a foreign trust that is not a foreign simple trust or foreign grantor trust) is the trust itself.
The beneficial owner of income paid to a foreign estate is the estate itself.
Note:A payment to a U.S. partnership, U.S. trust, or U.S. estate is treated as a payment to a U.S. payee that is not subject to 30% foreign-person withholding. A U.S. partnership, trust, or estate should provide the withholding agent with a Form W-9.
Foreign person.A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person.
Nonresident alien individual.Any individual who is not a citizen or resident of the United States is a nonresident alien individual. An alien individual meeting either the “green card test” or the “substantial presence test” for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. SeePub. 519,U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status.
Note:Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (for example, filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages.
Flow-through entity.A flow-through entity is a foreign partnership (other than a withholding foreign partnership), a foreign simple or foreign grantor trust (other than a withholding foreign trust), or, for payments for which a reduced rate of withholding is claimed under an income tax treaty, any entity to the extent the entity is considered to be fiscally transparent (see below) with respect to the payment by an interest holder’s jurisdiction.
Hybrid entity.A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent by a country with which the United States has an income tax treaty. Hybrid entity status is relevant for claiming treaty benefits. See the instructions for line 9c on page 5.
Reverse hybrid entity.A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the United States has an income tax treaty. See the instructions for line 9c on page 5.
Fiscally transparent entity.An entity is treated as fiscally transparent with respect to an item of income for which treaty benefits are claimed to the extent that the interest holders in the entity must, on a current basis, take into account separately their shares of an item of income paid to the entity, whether or not distributed, and must determine the character of the items of income as if they were realized directly from the sources from which realized by the entity. For example, partnerships, common trust funds, and simple trusts or grantor trusts are generally considered to be fiscally transparent with respect to items of income received by them.
Disregarded entity.A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner.
Amounts subject to withholding.Generally, an amount subject to withholding is an amount from sources within the United States that is fixed or determinable annual or periodical (FDAP) income. FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and
Withholding agent.Any person, U.S. or foreign, that has control, receipt, or custody of an amount subject to withholding or who can disburse or make payments of an amount subject to withholding is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity, including (but not limited to) any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies. Generally, the person who pays (or causes to be paid) the amount subject to withholding to the foreign person (or to its agent) must withhold.
Note:A hybrid entity should give Form W-8BEN to a withholding agent only for income for which it is claiming a reduced rate of withholding under an income tax treaty. A reverse hybrid entity should give Form W-8BEN to a withholding agent only for income for whichnotreaty benefit is being claimed.
Part I
Line 1.Enter your name. If you are a disregarded entity with a single owner who is a foreign person and you are not claiming treaty benefits as a hybrid entity, this form should be completed and signed by your foreign single owner. If the account to which a payment is made or credited is in the name of the disregarded entity, the foreign single owner should inform the withholding agent of this fact. This may be done by including the name and account number of the disregarded entity on line 8 (reference number) of the form. However, if you are a disregarded entity that is claiming treaty benefits as a hybrid entity, this form should be completed and signed by you.
Line 2.If you are a corporation, enter the country of incorporation. If you are another type of entity, enter the country under whose laws you are created, organized, or governed. If you are an individual, enter N/A (for “not applicable”).
Line 3.Check theonebox that applies. By checking a box, you are representing that you qualify for this classification. You must check the box that represents your classification (for example, corporation, partnership, trust, estate, etc.) under U.S. tax principles.Do not check the box that describes your status under the law of the treaty country. If you are a partnership or disregarded entity receiving a payment for which treaty benefits are being claimed, youmustcheck the “Partnership” or “Disregarded entity” box. If you are a sole proprietor, check the “Individual” box, not the “Disregarded entity” box.
Only entities that are tax-exempt under section 501 should check the “Tax-exempt organizations” box. Such organizations should use Form W-8BEN only if they are claiming a reduced rate of withholding under an income tax treaty or some code exception other than section 501. Use Form W-8EXP if you are claiming an exemption from withholding under section 501. |
Line 4.Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country’s income tax. If you are giving Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty.Do notshow the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you are an individual who does not have a tax residence in any country, your permanent residence is where you normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office.
Line 5.Enter your mailing address only if it is different from the address you show on line 4.
Line 6.If you are an individual, you are generally required to enter your social security number (SSN). To apply for an SSN, getForm SS-5from a Social Security Administration (SSA) office or, if in the United States, you may call the SSA at 1-800-772-1213. Fill in Form SS-5 and return it to the SSA.
If you do not have an SSN and are not eligible to get one, you must get an individual taxpayer identification number (ITIN).To apply for an ITIN,fileForm W-7with the IRS. It usually takes 4-6 weeks to get an ITIN.
Note:An ITIN is for tax use only. It does not entitle you to social security benefits or change your employment or immigration status under U.S. law.
If you are not an individual or you are an individual who is an employer or who is engaged in a U.S. trade or business as a sole proprietor, you must enter an employer identification number (EIN). If you do not have an EIN, you should apply for one onForm SS-4, Application for Employer Identification Number. If you are a disregarded entity claiming treaty benefits as a hybrid entity, enteryourEIN.
Youmustprovide a U.S. taxpayer identification number (TIN) if you are:
1. Claiming an exemption from withholding under section 871(f) for certain annuities received under qualified plans, or
2. A foreign grantor trust with 5 or fewer grantors, or
3. Claiming benefits under an income tax treaty.
However, a U.S. TIN is not required to be shown in order to claim treaty benefits on the following items of income:
• Dividends and interest from stocks and debt obligations that are actively traded;
• Dividends from any redeemable security issued by an investment company registered under the Investment Company Act of 1940 (mutual fund);
• Dividends, interest, or royalties from units of beneficial interest in a unit investment trust that are (or were upon issuance) publicly offered and are registered with the SEC under the Securities Act of 1933; and
• Income related to loans of any of the above securities.
Note:You may want to obtain and provide a U.S. TIN on Form W-8BEN even though it is not required. A Form W-8BEN containing a U.S. TIN remains valid for as long as your status and the information relevant to the certifications you make on the form remain unchanged provided at least one payment is reported to you annually on Form 1042-S.
Line 7.If your country of residence for tax purposes has issued you a tax identifying number, enter it here. For example, if you are a resident of Canada, enter your Social Insurance Number.
Line 8.This line may be used by the filer of Form W-8BEN or by the withholding agent to whom it is provided to include any referencing information that is useful to the withholding agent in carrying out its obligations. For example, withholding agents who are required to associate the Form W-8BEN with a particular Form W-8IMY may want to use line 8 for a referencing number or code that will make the association clear. A beneficial owner may use line 8 to include the number of the account for which he or she is providing the form. A foreign single owner of a disregarded entity may use line 8 to inform the withholding agent that the account to which a payment is made or credited is in the name of the disregarded entity (see instructions for line 1 starting on page 3).
Part II
Line 9a.Enter the country where you claim to be a resident for income tax treaty purposes. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty.
Line 9b.If you are claiming benefits under an income tax treaty, you must have a U.S. TIN unless one of the exceptions listed in the line 6 instructions above applies.
Line 9c.An entity (but not an individual) that is claiming a reduced rate of withholding under an income tax treaty must represent that it(a)derives the item of income for which the treaty benefit is claimed and(b)meets the limitation on benefits provisions contained in the treaty, if any.
An item of income may be derived by either the entity receiving the item of income or by the interest holders in the entity or, in certain circumstances, both. An item of income paid to an entity is considered to be derived by the entity only if the entity is not fiscally transparent under the laws of the entity’s jurisdiction with respect to the item of income. An item of income paid to an entity shall be considered to be derived by the interest holder in the entity only if(a)the interest holder is not fiscally transparent in its jurisdiction with respect to the item of income and(b)the entity is considered to be fiscally transparent under the laws of the interest holder’s jurisdiction with respect to the item of income. An item of income paid directly
If an entity is claiming treaty benefits on its own behalf, it should complete Form W-8BEN. If an interest holder in an entity that is considered fiscally transparent in the interest holder’s jurisdiction is claiming a treaty benefit, the interest holder should complete Form W-8BEN on its own behalf and the fiscally transparent entity should associate the interest holder’s Form W-8BEN with a Form W-8IMY completed by the entity.
Note:An income tax treaty may not apply to reduce the amount of any tax on an item of income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on an item of income received from U.S. sources by the corporation.
To determine whether an entity meets the limitation on benefits provisions of a treaty, you must consult the specific provisions or articles under the treaties. Income tax treaties are available on the IRS Web Site atwww.irs.gov.
Note:If you are an entity that derives the income as a resident of a treaty country, you may check this box if the applicable income tax treaty does not contain a “limitation on benefits” provision.
Line 9d.If you are a foreign corporation claiming treaty benefits under an income tax treaty that entered into force before January 1, 1987 (and has not been renegotiated) on(a)U.S. source dividends paid to you by another foreign corporation or(b)U.S. source interest paid to you by a U.S. trade or business of another foreign corporation, you must generally be a “qualified resident” of a treaty country. See section 884 for the definition of interest paid by a U.S. trade or business of a foreign corporation (“branch interest”) and other applicable rules.
In general, a foreign corporation is a qualified resident of a country if one or more of the following applies:
• It meets a 50% ownership and base erosion test.
• It is primarily and regularly traded on an established securities market in its country of residence or the United States.
• It carries on an active trade or business in its country of residence.
• It gets a ruling from the IRS that it is a qualified resident.
See Regulations section 1.884-5 for the requirements that must be met to satisfy each of these tests.
If you are claiming treaty benefits under an income tax treaty entered into force after December 31, 1986,do notcheck box 9d. Instead, check box 9c. |
Line 9e.Check this box if you are related to the withholding agent within the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year exceeds $500,000. Additionally, you must fileForm 8833,Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b).
Line 10.Line 10 must be usedonlyif you are claiming treaty benefits that require that you meet conditions not covered by the representations you make in lines 9a through 9e. However, this line should always be completed by foreign students and researchers claiming treaty benefits. SeeScholarship and fellowship grantsbelow for more information.
Additional examples of persons who should complete this line are:
1. Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Mexico, Germany, and the Netherlands.
2. Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock.
3. Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties.
This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty.
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. The individual must use Form W-9 to claim the tax treaty benefit. See the instructions for Form W-9 for more information. Also seeNonresident alien student or researcher who becomes a resident alienon page 6 for an example.
Scholarship and fellowship grants.A nonresident alien student (including a trainee or business apprentice) or researcher who receives noncompensatory scholarship or fellowship income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income.No Form W-8BEN is required unless a treaty benefit is being claimed.A nonresident alien student or researcher who receives compensatory scholarship or fellowship income must use Form 8233 to claim any benefits of a tax treaty that apply to that income. The student or researcher must use Form W-4 for any part of such income for which he or she is not claiming a tax treaty withholding exemption.Do not use Form W-8BEN for compensatory scholarship or fellowship income. SeeCompensation for Dependent Personal Servicesin the Instructions for Form 8233.
Note:If you are a nonresident alien individual who received noncompensatory scholarship or fellowship income and personal services income (including compensatory scholarship or fellowship income)from the same withholding agent,you may use Form 8233 to claim a tax treaty withholding exemption for part or all ofbothtypes of income.
Completing lines 4 and 9a.Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States.
Completing line 10.You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty.
Nonresident alien student or researcher who becomes a resident alien.You must use Form W-9 to claim an exception to a saving clause. SeeNonresident alien who becomes a resident alienon page 5 for a general explanation of saving clauses and exceptions to them.
Example.Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would complete Form W-9.
Part III
If you check this box, you must provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade or business in the United States. You should update this statement as often as necessary. A new Form W-8BEN is not required for each update provided the form otherwise remains valid.
Part IV
Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner. If Form W-8BEN is completed by an agent acting under a duly authorized power of attorney, the form must be accompanied by the power of attorney in proper form or a copy thereof specifically authorizing the agent to represent the principal in making, executing,
Broker transactions or barter exchanges.Income from transactions with a broker or a barter exchange is subject to reporting rules and backup withholding unless Form W-8BEN or a substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person.
You are an exempt foreign person for a calendar year in which:(a)you are a nonresident alien individual or a foreign corporation, partnership, estate, or trust;(b)you are an individual who has not been, and does not plan to be, present in the United States for a total of 183 days or more during the calendar year; and(c)you are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange.
Paperwork Reduction Act Notice.We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to provide the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.
You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.
The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is:Recordkeeping,5 hr., 58 min.;Learning about the law or the form,3 hr., 46 min.;Preparing and sending the form to IRS,4 hr., 2 min.
If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Tax Forms Committee, Western Area Distribution Center, Rancho Cordova, CA 95743-0001.Do notsend Form W-8BEN to this office. Instead, give it to your withholding agent.
The Information Agent for the exchange offer is:
Georgeson Shareholder Communications Inc.
Banks and brokers call collect: (212) 440-9800