EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock of Uniforce Services, Inc.
Pursuant to the Prospectus/Proxy Statement Dated __________________, 1997
of
COMFORCE Corporation
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ________________, 1997, UNLESS THE OFFER
IS EXTENDED.
The Depositary For The Offer Is:
________________________________
(For Information Call)
(___) ________
By Overnight
By Mail: Courier: By Hand:
____________________ ________________________ ______________________
____________________ ________________________ ______________________
____________________ ________________________ ______________________
____________________ ________________________ ______________________
By Facsimile:
(___) ___-____ or ____
Confirm by Telephone:
(___) ________
Delivery of this instrument to an address other than as set forth above
does not constitute a valid delivery. You must sign this letter of transmittal
in the appropriate space therefor provided below and complete the Substitute
Form W-9 set forth below.
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 completed by shareholders either if
certificates representing Shares (as defined below) are to be forwarded herewith
or, unless an Agent's Message (as defined in Instruction 2) is utilized, if
delivery is to be made by book- entry transfer to the account maintained by the
Depositary at _______________ and the __________________ (individually, a
"Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth in the Prospectus/Proxy
Statement, dated ______________, 1997 (the "Prospectus/Proxy Statement").
Shareholders whose certificates are not immediately available, or who cannot
deliver
their certificates or confirmation of the book- entry transfer of their Shares
into the Depositary's account at a Book- Entry Transfer Facility ("Book-Entry
Confirmation") and all other documents required hereby to the Depositary on or
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase),
must tender their Shares according to the guaranteed delivery procedures set
forth in the Prospectus/Proxy Statement. See Instruction 2. DELIVERY OF
DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:____________________________________________
Check Box of Book-Entry Transfer Facility:
[ ] ______________________________________
[ ] ______________________________________
Account Number
Transaction Code Number:________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):___________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Institution that Guaranteed Delivery:______________________________
If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
Facility:
[ ] ______________________________________
[ ] ______________________________________
Account Number:____________________________
Transaction Code Number:___________________
DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) Total Number of
of Registered Holder(s) Certificate Shares Represented Number of Shares
(Please fill in, if blank) Numbers(s)* by Certificate(s)** Tendered
- -------------------------- ----------- ------------------- ----------------
Total Shares
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered hereby.
See Instruction 4.
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Shares tendered hereby. The certificates and number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to COMFORCE Corporation, a Delaware
corporation, through its wholly-owned subsidiary, COMFORCE Columbus Corporation,
a New York corporation (the "Offeror"), the above-described shares of common
stock, par value $0.01 per share (the "Shares"), of Uniforce Services, Inc., a
New York corporation (the "Company"), pursuant to the Offeror's offer to
purchase all the issued and outstanding Shares at a price of $28.00 per Share,
net to the tendering shareholder in cash, without interest thereon, plus 0.5217
shares of Common Stock, $0.01 par value of COMFORCE Corporation ("COMFORCE
Common Stock") per Share upon the terms and subject to the conditions set forth
in the Prospectus/Proxy Statement, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which together constitute the "Offer"). The
Offeror reserves the right to transfer or assign, in whole at any time or in
part from time to time, to one or more of its affiliates, the right to purchase
all or any portion of the Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, the Offeror all right, title and interest in and to
all of the Shares that are being tendered hereby (and any and all other Shares
or other securities or rights issued or issuable in respect thereof on or after
__________________, 1997) and irrevocably appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such Shares
(and any such other Shares or securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates representing such Shares
(and any such other Shares or securities or rights), or transfer ownership of
such Shares (and any such other Shares or securities or rights) on the account
books maintained by a Book-Entry Transfer Facility, together in either such case
with all accompanying evidences of transfer and authenticity, to or upon the
order of the Offeror upon receipt by the Depositary, as the undersigned's agent,
of the purchase price (adjusted, if appropriate, as provided in the Offer to
Purchase), (b) present such Shares (and any such other Shares or securities or
rights) for registration and transfer on the books of the Company, and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any such other Shares or securities or rights), all in
accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints __________________ and
________________ and each of them or any other designee of the Offeror, the
attorneys and proxies of the undersigned, each with full power of substitution,
to vote in such manner as each such attorney and proxy or his substitute shall,
in his sole discretion, deem proper, and otherwise act (including pursuant to
written consent) with respect to all the Shares tendered hereby which have been
accepted for payment by the Offeror prior to the time of such vote or action
(and any and all other Shares or securities or rights issued or issuable in
respect thereof on or after _________________, 1997), which the undersigned is
entitled to vote at any meeting of shareholders (whether annual or special and
whether or not an adjourned meeting) of the Company, or consent in lieu of any
such meeting, or otherwise. This proxy and power of attorney is coupled with an
interest in the Shares tendered hereby and is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares (and any such other Shares or securities or rights) by the Offeror in
accordance with the terms of the Offer. Such acceptance for payment shall revoke
all prior proxies granted by the undersigned at any time with respect to such
Shares (and any such other Shares or securities or rights) and no subsequent
proxies will be given (and if given will be deemed not to be effective) with
respect thereto by the undersigned. The undersigned acknowledges that in order
for Shares to be deemed validly tendered, immediately upon the acceptance for
payment of such Shares, the Offeror or the Offeror's designee must be able to
exercise full voting and other rights of a record and beneficial holder with
respect to such Shares.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or securities or rights issued or
issuable in respect thereof on or after _________________, 1997) and that, when
the same are accepted for payment by the Offeror, the Offeror will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse claim.
The undersigned, upon request,
will execute and deliver any additional documents deemed by the Depositary or
the Offeror to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby (and any such other Shares or securities
or rights).
No authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated in
the Prospectus/Proxy Statement, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures in the Prospectus/Proxy Statement and in the instructions hereto
will constitute a binding agreement between the undersigned and the Offeror upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus/Proxy Statement, the Offeror may not be required to accept for
payment any of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check and the certificates of COMFORCE Common Stock comprising
the purchase price and/or return any certificates representing Shares not
tendered or accepted for payment in the name(s) of the registered holder(s)
appearing under "Description of Shares Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check and the
certificates of COMFORCE Common Stock comprising the purchase price and/or
return any certificates representing Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) to the registered holder(s)
appearing under "Description of Shares Tendered" at the address shown below such
registered holder(s) name(s). In the event that either or both the Special
Delivery Instructions and the Special Payment Instructions are completed, please
issue the check and the certificates of COMFORCE Common Stock comprising the
purchase price and/or return any certificates representing Shares not tendered
or accepted for payment in the name(s) of, and deliver such check and/or return
such certificates to, the person or persons so indicated.
Shareholders tendering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting such account maintained
at a Book-Entry Transfer Facility as such shareholder may designate by making an
appropriate entry under "Special Payment Instructions." The undersigned
recognizes that the Offeror has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder(s)
thereof if the Offeror does not accept for payment any of the Shares so tendered
hereby.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates representing Shares not tendered or
not purchased and/or the check and the certificates of COMFORCE Common Stock
comprising the purchase price of Shares purchased are to be issued in the name
of someone other than the undersigned, or if Shares tendered by book-entry
transfer which are not purchased are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than the account designated
above.
Issue: [ ] Check to:
[ ] Certificate to:
Name:_____________________________________
(Please Print)
Address:__________________________________
__________________________________________
(Include Zip Code)
__________________________________________
(Tax Identification or Social Security No.)
[ ] Credit unpurchased Shares tendered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below. Check appropriate box:
[ ] _________________________
[ ] _________________________
______________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates representing Shares not tendered or
not purchased and/or the check and the certificates of COMFORCE Common Stock
comprising the purchase price of Shares purchased are to be sent to someone
other than the undersigned, or to the undersigned at an address other than that
shown under "Description of Shares Tendered."
Issue: [ ] Check and/or Certificate(s) to:
Name:_________________________________________
(Please Print)
Address: _____________________________________
______________________________________________
(Include Zip Code)
______________________________________________
(Tax Identification or Social Security Number)
SIGN HERE
(Please Complete Substitute Form W-9 on Reverse Side)
Signature(s) of Holder(s) of Shares:____________________________________________
Dated: _______________, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature by trustees, executors, administrators, guardians,
attorneys-in-fact, agents, officers of corporations or others acting in a
fiduciary capacity, please set forth the full title and see Instruction 5.)
Name:____________________________________________________
(Please Print)
Capacity:________________________________________________
(Full Title)
Address:_________________________________________________
_________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:__________________________
_________________________________________________________
(Tax Identification or Social Security No.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s)
Name:____________________________________________________
(Please Print)
Capacity:________________________________________________
(Full Title)
Address:_________________________________________________
_________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:__________________________
_________________________________________________________
(Tax Identification or Social Security Number)
INSTRUCTIONS
Forming Part Of The Terms And Conditions Of The Offer
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal, or (ii) if such Shares are tendered for the account
of a firm that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (each being hereinafter referred to as an
"Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by shareholders either if certificates
representing Shares are to be forwarded herewith to the Depositary or, unless an
Agent's Message (as defined below) is utilized, if tenders of Shares are to be
made pursuant to the procedures for delivery by book-entry transfer set forth in
the Prospectus/Proxy Statement. Certificates representing all physically
tendered Shares, or any book-entry confirmation of Shares, as the case may be,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, or, in connection
with a book- entry transfer, an Agent's Message, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein on or prior to the Expiration Date (as
defined in the Prospectus/Proxy Statement). If a shareholder's certificate(s)
representing Shares are not immediately available (or the procedure for the
book-entry transfer cannot be completed on a timely basis) or time will not
permit all required documents to reach the Depositary on or prior to the
Expiration Date, such shareholder's Shares may nevertheless be tendered if the
procedures for guaranteed delivery set forth in the Prospectus/Proxy Statement
are followed. Pursuant to such procedure, (i) such tender must be made by or
through an Eligible Institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Offeror, must be received by the Depositary on or prior to the Expiration Date,
and (iii) the certificates representing all tendered Shares, in proper form for
transfer, or Book-Entry Confirmation of Shares, as the case may be, in each case
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees (or, in connection
with a book-entry transfer, an Agent's Message) and any other documents required
by this Letter of Transmittal, must be received by the Depositary within three
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as provided in Section 3 of the Offer to Purchase. The Term "trading day" is
any day on which the American Stock Exchange is open for business. The term
"Agent's Message" means a message transmitted through electronic means by a
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a book-entry confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Shares that such participant has
received, and agrees to be bound by, this Letter of Transmittal.
The method of delivery of this Letter of Transmittal, the certificate(s)
representing Shares and all other required documents, including delivery through
a Book-Entry Transfer Facility, is at the option and sole risk of the tendering
shareholder. The delivery will be deemed made only when actually received by the
Depositary. If such delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to insure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/ or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (not applicable to shareholders who tender Shares by
book-entry transfer). If fewer than all the Shares represented by any
certificate submitted are to be tendered, fill in the number of Shares that are
to be tendered in the box entitled "Number of Shares Tendered." In such case,
new certificate(s) representing the remainder of the Shares that were
represented by the old certificate(s) will be sent to the registered holder(s),
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
certificate(s) delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face(s) of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment or certificates for Shares not
tendered or accepted for payment are to be issued to a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Offeror of such person's authority so to act must be
submitted.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution, unless the signature is that of an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Offeror will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates representing Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder or such other person) payable on
account of the transfer to such person will be deducted from the purchase price,
unless satisfactory evidence of the payment of such taxes or exemption therefrom
is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or
certificates representing Shares not tendered or accepted for payment are to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by book-entry
transfer may request that Shares not accepted for payment be credited to such
account maintained at a Book-Entry Transfer Facility as such shareholder may
designate hereon. If no such instructions are given, such Shares not accepted
for payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Offeror, in whole or in part, at any time and from time to time in the Offeror's
sole discretion, in the case of any Shares tendered hereby.
10. SUBSTITUTE FORM W-9. The tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN"), generally
the shareholder's social security or federal employer's identification number,
on Substitute Form W-9, which is provided below, and to certify whether the
shareholder is subject to backup withholding of Federal income tax. If a
tendering shareholder is subject to backup withholding, the shareholder must
cross out item (2) of the Certification box of the Substitute Form W-9. Failure
to provide the information on the Substitute Form W-9 may subject the tendering
shareholder to 31% Federal income tax withholding on the payment of the purchase
price. If the tendering shareholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future, he or she
should write "Applied For" in the space provided for the TIN in Part I, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is provided to
the Depositary.
11. FOREIGN HOLDERS. Foreign holders must submit a completed IRS Form W-8
to avoid backup withholding. IRS Form W-8 may be obtained by contacting the
Depositary at one of the addresses on the face of this Letter of Transmittal.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent at the address set forth below.
Additional copies of the Offer to Purchase, this Letter of Transmittal, the
Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the
Information Agent at the address set forth below or from your broker, dealer,
commercial bank or trust company.
IMPORTANT: This Letter of Transmittal (or a facsimile thereof), together with
certificates representing Shares or confirmation of book-entry transfer and all
other required documents, or the Notice of Guaranteed Delivery, must be received
by the Depositary on or prior to the Expiration Date.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is
an individual, the TIN is his social security number. If a tendering shareholder
is subject to backup withholding, he must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is not provided
with the correct TIN, the shareholder may be subject to a $50 penalty imposed by
the Internal Revenue Service ("IRS"). In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit to the Depositary a properly completed
IRS Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements may be obtained from the Depositary. Exempt
shareholders, other than foreign individuals, should furnish their TIN, write
"Exempt" on the face of the Substitute Form W-9 below, and sign, date and return
the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of his correct TIN by completing the
Substitute Form W-9 below certifying that the TIN provided on such form is
correct (or that such shareholder is awaiting a TIN) and that (i) such holder is
exempt from backup withholding, (ii) such holder has not been notified by the
IRS that he is subject to backup withholding as a result of a failure to report
all interest or dividends, or (iii) the IRS has notified such holder that he is
no longer subject to backup withholding (see Part II of Substitute Form W- 9).
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidelines on which number to
report. If the tendering shareholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future, he should
write "Applied For" in the space provided for in the TIN in Part I, and sign and
date the Substitute Form W- 9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is provided to
the Depositary.
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
PART 1 - PLEASE PROVIDE YOUR TIN IN _____________________________________
THE BOX AT RIGHT AND CERTIFY BY SIGNING Social Security Number
AND DATING BELOW:
OR
_____________________________________
Employer Identification Number
(If awaiting TIN write "Applied For")
PART 2 - For Payees exempt from backup withholding, see the enclosed
Taxpayer Identification Number (TIN) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 and complete as instructed therein.
Certification - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or a Taxpayer Identification Number has not been issued to me) and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service ("IRS")
or Social Security Administration Office or (b) I intend to mail or deliver
an application in the near future. I understand that if I do not provide a
Taxpayer Identification Number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide
a number; and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Payer's Request for Taxpayer Identification Number (TIN)
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, do not cross
out item (2). (Also see instructions in the enclosed Guidelines).
Signature_____________________ Date________________, 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
- ---------------------
The Information Agent for the Offer is:
____________________________ Toll-Free (___) ___-____
____________________________ or
____________________________ Collect (___) ___-____