Exhibit (a)(1)(B)
PURCHASE NOTICE
TO SURRENDER
WESTERN DIGITAL TECHNOLOGIES, INC.
ZERO COUPON CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2018
CUSIP NUMBERS: 958102AF2 AND 958102AH8
PURSUANT TO THE COMPANY NOTICE
DATED JANUARY 17, 2003
This Purchase Notice relates to the purchase of Zero Coupon Convertible
Subordinated Debentures due 2018 (the "Debentures") of Western Digital
Technologies, Inc., a Delaware corporation (the "Company"), at the option of the
holder thereof, pursuant to the terms and conditions specified in paragraph 6 of
the Debentures and as set forth in the Indenture, dated February 18, 1998, as
amended (the "Indenture"), between the Company and U.S. Bank, N.A., as successor
to State Street Bank and Trust Company of California, N.A. (the "Paying Agent").
YOUR RIGHT TO SURRENDER YOUR DEBENTURES TO THE COMPANY FOR PURCHASE
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 18,
2003 (THE "PURCHASE DATE"). HOLDERS OF DEBENTURES (THE "HOLDERS") MUST
VALIDLY SURRENDER DEBENTURES, AND NOT HAVE WITHDRAWN SUCH DEBENTURES,
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 18, 2003, IN ORDER
TO RECEIVE $459.64 PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF
DEBENTURES ("$1,000 PRINCIPAL AMOUNT"). DEBENTURES SURRENDERED FOR
PURCHASE MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON TUESDAY, FEBRUARY 18, 2003.
The addresses for the Paying Agent are as follows:
In Person: By Registered or Certified Mail or Overnight
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Courier:
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Paula Oswald
U.S. Bank, N.A. U.S. Bank, N.A.
633 West Fifth Street, 12th Floor 2 Avenue de Lafayette
Los Angeles, California 90071 Corporate Trust Window, 5th Floor
(213) 362-7338 (phone) Boston, MA 02111-1724
(213) 362-7357 (fax)
or
U.S. Bank, N.A.
61 Broadway, 15th Floor
New York, NY 10006
Attention: Corporate Trust Administration -
Western Digital Technologies, Inc.
Zero Coupon Convertible Subordinated
Debentures due 2018
THE INSTRUCTIONS ACCOMPANYING THIS PURCHASE NOTICE SHOULD BE READ
CAREFULLY BEFORE THIS PURCHASE NOTICE IS COMPLETED.
This Purchase Notice can be used only if:
- certificates representing Debentures are to be
physically delivered with it to the Paying Agent, or
- a surrender of Debentures is being made concurrently
by book-entry transfer to the Paying Agent's account
at Depository Trust Company ("DTC") through DTC's
Participant Terminal System for handling put bonds,
subject to the terms and procedures of that system.
Holders that surrender through DTC need not submit a
physical Purchase Notice to the Paying Agent if such
Holders comply with the transmittal procedures of
DTC.
Any beneficial owner whose Debentures are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to surrender such Debentures should contact such registered holder of the
Debentures promptly and instruct such registered holder to surrender on behalf
of the beneficial owner.
DELIVERY OF THIS PURCHASE NOTICE AND ALL OTHER REQUIRED DOCUMENTS TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY TO THE
PAYING AGENT. DELIVERY OF DOCUMENTS TO DTC, THE COMPANY OR WESTERN DIGITAL
CORPORATION DOES NOT CONSTITUTE DELIVERY TO THE PAYING AGENT. THE METHOD OF
DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES REPRESENTING DEBENTURES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU MUST SIGN THIS PURCHASE
NOTICE IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF
REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE INSTRUCTIONS
1, 2 AND 12.
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DESCRIPTION OF DEBENTURES BEING SURRENDERED FOR PURCHASE
Name(s) and Address(es) of Registered
Holder(s) (Please fill in exactly as name(s) Debentures Being Surrendered for Purchase
appear(s) on Debentures)(1) (Attach additional signed list, if necessary)
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Debenture Principal Amount Principal Amount
Certificate Represented by Surrendered for
Number(s)(2) Debentures(2) Purchase(3)
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Total Amount
Surrendered for
Purchase
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(1) Must correspond exactly to the name(s) that appear(s) on the
certificate(s) for the Debentures and the Paying Agent's record of
registered holders or, if surrendered by a DTC participant, exactly as
such participant's name(s) and address(es) appear(s) on the security
position listing of DTC.
(2) Need not be completed if Debentures are being surrendered for purchase
by book-entry transfer.
(3) If you desire to surrender for purchase less than the entire principal
amount evidenced by the Debentures listed above, please indicate in
this column the portion of the principal amount of such Debentures that
you wish to surrender, otherwise, the entire principal amount evidenced
by such Debentures will be deemed to have been surrendered for
purchase.
METHOD OF DELIVERY
[ ] CHECK HERE IF DEBENTURES ARE BEING PHYSICALLY DELIVERED HEREWITH.
[ ] CHECK HERE IF DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND COMPLETE THE
FOLLOWING:
Name of Surrendering Institution:
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DTC Account Number:
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Contact Person:
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Address:
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Telephone (with international dialing code):
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Facsimile (with international dialing code):
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Date Surrendered:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
By execution of this Purchase Notice, each signatory hereof (the
"undersigned") represents that the undersigned has received the Company Notice,
dated January 17, 2003 (the "Company Notice"), of Western Digital Technologies,
Inc., a Delaware corporation (the "Company"), which provides the notice to the
holders (the "Holders") required pursuant to the Indenture dated February 18,
1998, as amended (the "Indenture"), between the Company and U.S. Bank, N.A., as
successor to State Street Bank and Trust Company of California, N.A., a national
banking association organized and existing under the laws of the United States
of America (the "Paying Agent"), relating to the Company's Zero Coupon
Convertible Subordinated Debentures due 2018 (the "Debentures"), and the
Holder's right to surrender the Debentures for purchase by the Company in
principal amounts equal to $1,000 at maturity of the Debentures or integral
multiples thereof for $459.64 per $1,000 principal amount thereof (the "Purchase
Price"), upon the terms and subject to the conditions specified in paragraph 6
of the Debentures and as set forth in the Company Notice. Upon the terms and
subject to the conditions set forth herein and the Indenture, and effective upon
the acceptance for payment thereof, the undersigned hereby irrevocably sells,
assigns and transfers all right and title to the Company in and to the
Debentures surrendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Paying
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Paying Agent also acts as the agent of the Company) with
respect to such Debentures, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (1) present such Debentures and all evidences of transfer and
authenticity to, or transfer ownership of, such Debentures on the account books
maintained by Depository Trust Company ("DTC") to, or upon the order of, the
Company, (2) present such Debentures for transfer and cancellation on the books
of the relevant security registrar, and (3) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Debentures, all in
accordance with the terms of and conditions to the Company Notice and the
Indenture.
The undersigned hereby represents and warrants that:
(a) the undersigned owns the Debentures surrendered
hereby as contemplated by Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and has full power and authority to
validly surrender for purchase the Debentures surrendered hereby;
(b) when and to the extent the Company accepts such
Debentures for payment, the Company will acquire good, marketable and
unencumbered title to them, free and clear of all security interests,
liens, charges, encumbrances, conditional sales agreements or other
obligations relating to their surrender or transfer, and not subject to
any adverse claim;
(c) on request, the undersigned will execute and deliver
any additional documents that the Paying Agent or the Company deems
necessary or desirable to complete the surrender for purchase of the
Debentures surrendered hereby and accepted for payment; and
(d) the undersigned has read and agrees to all of the
terms of the Company Notice and this Purchase Notice.
The undersigned understands that surrender of the Debentures is not
made in acceptable form until receipt by the Paying Agent of this Purchase
Notice, duly completed and signed, together with all accompanying evidence of
authority in form satisfactory to the Company in its sole discretion (which may
delegate power in whole or in part to the Paying Agent), or, in the case of a
book-entry transfer, of an agent's message. All questions as to form of
documents, eligibility, validity (including time of receipt) and acceptance for
payment of any surrender of Debentures for purchase hereunder will be determined
by
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the Company in its sole discretion (which may delegate power in whole or in part
to the Paying Agent) and such determination shall be final and binding on all
parties.
The undersigned understands that all Debentures properly surrendered
for purchase and not withdrawn prior to 5:00 p.m., New York City time, on
Tuesday, February 18, 2003 (the "Purchase Date") will be purchased at the
Purchase Price, in cash, upon the terms and conditions specified in paragraph 6
of the Debentures and as set forth in the Company Notice. The undersigned
understands that acceptance of the Debentures by the Company for payment will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Indenture and this Purchase Notice.
The check for the aggregate Purchase Price for such of the Debentures
surrendered hereby as are purchased will be issued to the order of the
undersigned and mailed to the address indicated above, unless otherwise
indicated in the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" herein. In the event that the boxes entitled "Special
Issuance Instructions" and/or "Special Delivery Instructions" are completed, the
check will be issued in the name of and the payment of the aggregate Purchase
Price mailed to the address so indicated.
All authority conferred or agreed to be conferred in this Purchase
Notice shall not be affected by, and shall survive the death or incapacity of
the undersigned, and any obligations of the undersigned under this Purchase
Notice shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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SPECIAL ISSUANCE
INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4, 5 AND 6)
To be completed ONLY if Debentures not surrendered or not purchased and/or any
check for the aggregate Purchase Price of Debentures purchased are to be issued
in the name of and sent to someone other than the undersigned, or if Debentures
surrendered by book-entry transfer that are not accepted for purchase are to be
credited to an account maintained at DTC other than the one designated above.
Issue Check and/or Debentures to:
Name:
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(Please Print)
Address:
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- --------------------------------------------------------------------------------
(Include Zip Code)
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(Taxpayer Identification Number or
Social Security Number)
Credit unpurchased Debentures by book-entry to DTC account number:
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(DTC Account Number)
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(Account Party)
SPECIAL DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4, 5 AND 6)
To be completed ONLY if Debentures not surrendered or not purchased and/or any
check for the aggregate Purchase Price of Debentures purchased, issued in the
name of the undersigned, are to be sent to someone other than the undersigned,
or to the undersigned at an address other than that indicated above.
Mail Check and/or Debentures to:
Name:
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(Please Print)
Address:
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
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SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE SUBSTITUTE FORM W-9)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Debentures or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Debentures by documents transmitted with this
Purchase Notice. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
person acting in a fiduciary or representative capacity, please set forth the
signer's full title.
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- --------------------------------------------------------------------------------
Signature(s) of Holder(s)
Date: , 2003
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Name(s):
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(Please Print)
Capacity:
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Area Code(s) and Telephone Number(s):
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Tax Id./S.S. No.:
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(Taxpayer Identification Number(s) or Social Security Number(s))
Address:
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(Include Zip Code)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature:
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Name:
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Title:
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Name of Eligible Institution:
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Address:
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Area Code and Telephone Number:
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Date: ,2003
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS PURCHASE NOTICE
1. Delivery of Purchase Notice and Debentures. This Purchase
Notice can be used only if Debentures are to be delivered with it to the Paying
Agent or a surrender of Debentures is being made concurrently by book-entry
transfer to the Paying Agent's account at DTC. Holders that surrender through
DTC need not submit a physical Purchase Notice to the Paying Agent if such
Holders comply with the transmittal procedures of DTC. Debentures or
confirmation of the delivery of Debentures by book-entry transfer to the Paying
Agent through DTC, together with a properly completed and duly executed Purchase
Notice or agent's message and any other required documents, should be delivered
to the Paying Agent at the appropriate address set forth on the first page of
this Purchase Notice and must be received by the Paying Agent prior to 5:00
p.m., New York City time, on Tuesday, February 18, 2003. The term "agent's
message" means a message transmitted to DTC and received by the Paying Agent and
forming a part of a book-entry transfer, that states that DTC has received an
express acknowledgement that the undersigned agrees to be bound by this Purchase
Notice and that the Company may enforce this Purchase Notice against the
undersigned. Delivery of documents to DTC, the Company or Western Digital
Corporation does not constitute delivery to the Paying Agent.
The method of delivery of all documents, including Debentures, this
Purchase Notice and any other required documents, is at the election and risk of
the surrendering Holder(s). If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.
The Company will not accept any alternative, conditional or contingent
surrenders. Each surrendering Holder, by execution of this Purchase Notice,
waives any right to receive any notice of the acceptance of his or her
surrender.
2. Guarantee of Signatures. No signature guarantee is required if
either:
(a) this Purchase Notice is signed by the registered Holder(s) of
the Debentures (which term, for purposes of this Purchase Notice, includes any
participant in DTC whose name appears on a security position listing as the
Holder of such Debentures) surrendered with the Purchase Notice, unless such
Holder has completed the box entitled "Special Issuance Instructions" and/or
"Special Delivery Instructions" above; or
(b) the Debentures surrendered with this Purchase Notice are
surrendered for the account of an eligible guarantor institution, as defined in
Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution").
In all other cases an Eligible Institution must guarantee the
signatures on this Purchase Notice. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Debentures Being Surrendered for Purchase" is inadequate, the
Debenture certificate numbers,
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the principal amount represented by the Debentures and the principal amount
surrendered should be listed on a separate signed schedule and attached to this
Purchase Notice.
4. Partial Surrenders and Unpurchased Debentures. (Not applicable
to Holders who surrender by book-entry transfer.) If less than all of the
principal amount evidenced by the Debentures is to be surrendered for purchase,
fill in the portion of the principal amount of such Debentures which is to be
surrendered in the column entitled "Principal Amount Surrendered for Purchase"
in the box entitled "Description of Debentures Being Surrendered for Purchase."
In such case, a new certificate for the remainder of the Debentures evidenced by
the old certificate will be issued and sent to the registered Holder(s), unless
otherwise specified in the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in this Purchase Notice, as promptly as
practicable following the Purchase Date; provided, however, that each Debenture
purchased and each new Debenture issued shall be in a principal amount at
maturity of $1,000 or integral multiples thereof. The full principal amount of
Debentures listed and delivered to the Paying Agent is deemed to have been
surrendered unless otherwise indicated.
5. Signatures on Purchase Notice.
(a) If this Purchase Notice is signed by the registered Holder(s)
of the Debentures surrendered for purchase hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the Debentures
without any change whatsoever.
(b) If the Debentures are registered in the names of two or more
joint Holders, each such Holder must sign this Purchase Notice.
(c) If any surrendered Debentures are registered in different
names on several certificates, it will be necessary to complete, sign and submit
as many separate Purchase Notices as there are different registrations of
Debentures.
(d) (Not applicable to Holders who surrender by book-entry
transfer.) When this Purchase Notice is signed by the registered Holder(s) of
the Debentures and transmitted hereby no endorsements of Debentures is required.
If this Purchase Notice is signed by a person other than the registered
Holder(s) of the Debentures listed, the assignment form on the Debentures must
be completed and signed by the registered Holder, exactly as the name(s) of the
registered Holder(s) appear on the Debentures and signature(s) on such
Debentures must be guaranteed by an Eligible Institution. See Instruction 2.
(e) If this Purchase Notice is signed by attorneys-in-fact,
executors, administrators, trustees, guardians, partners, officers of
corporations or other persons acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to the Company of their authority so to act.
6. Special Payment and Special Delivery Instructions. The
Holder(s) signing this Purchase Notice should indicate in the applicable box or
boxes the name and address to which Debentures for principal amounts not
surrendered or checks for payment of the aggregate Purchase Price are to be
issued or sent, if different from the name and address of such Holder(s). In the
case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated. If no instructions
are given, Debentures not surrendered will be returned to the Holder(s). Any
Holder(s) surrendering by
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book-entry transfer may request that Debentures not surrendered be credited to
such account at DTC as such Holder(s) may designate under the caption "Special
Issuance Instructions." If no such instructions are given, any such Debentures
not surrendered will be returned by crediting the account at DTC designated
above.
7. Irregularities. The Company will determine, in its sole
discretion, all questions as to the form of documents, eligibility, validity
(including time of receipt) and acceptance for payment of any surrender of
Debentures and its determinations shall be final and binding on all parties. The
Company reserves the absolute right to reject any or all surrenders it
determines not to be in proper form or the acceptance for payment of or payment
for which may, in the opinion of the Company's counsel, be unlawful. The Company
also reserves the absolute right to waive any defect or irregularity in the
surrender of any particular Debentures. No surrender of Debentures will be
deemed to be properly made until all defects and irregularities have been cured
or waived. Unless waived, any defects or irregularities in connection with
surrenders must be cured within such time as the Company shall determine. The
Company's interpretation of the terms of this Purchase Notice (including these
instructions) will be final and binding on all parties. None of Western Digital
Corporation, the Company, the Paying Agent, or any other person is or will be
obligated to give notice of any defects or irregularities in surrenders of
Debentures and none of them will incur any liability for failure to give such
notice.
8. Mutilated, Lost, Stolen or Destroyed Certificates for
Debentures. Any Holder(s) whose certificates for Debentures have been mutilated,
lost, stolen or destroyed should write to or telephone the Paying Agent at the
address or telephone number set forth below:
U.S. Bank, N.A.
633 West Fifth Street, 12th Floor
Los Angeles, California 90071
Attn: Paula Oswald
Telephone: (213) 362-7338
The Holder will then be instructed by the Paying Agent as to the steps
that must be taken in order to replace the certificates. This Purchase Notice
and related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
9. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to Steven M. Slavin, the
Company's Vice President, Taxes and Treasurer, at (949) 672-7826, and additional
copies of the Company Notice and this Purchase Notice may also be obtained from
the Paying Agent at its addresses set forth above or the Company's Investor
Relations at (800) 695-6399.
10. Withdrawal Rights. You may withdraw previously surrendered
Debentures at any time until 5:00 p.m., New York City time, on February 18,
2003. You may also withdraw surrendered Debentures at any time after the
expiration of 40 business days from the date of the Company Notice if your
Debentures have not yet been accepted for payment. See Section 4 of the Company
Notice for a more detailed description of withdrawal rights.
11. Transfer Taxes. Except as set forth in this Instruction 11,
the Company will pay or cause to be paid any transfer taxes with respect to the
transfer and purchase of Debentures
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to it, or to its order, pursuant to the Company Notice. If payment of the
Purchase Price is to be made to, or if Debentures not surrendered or purchased
are to be registered in the name of, any persons other than the registered
Holders, or if surrendered Debentures are registered in the name of any persons
other than the persons signing this Purchase Notice, the amount of any transfer
taxes (whether imposed on the registered Holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
Purchase Price unless satisfactory evidence of the payment of such taxes or an
exemption therefrom is submitted.
12. Taxpayer Identification Number. Each Holder surrendering
Debentures is required to provide the Paying Agent with the Holder's correct
taxpayer identification number ("TIN"), generally the Holder's Social Security
or federal employer identification number, and certain other information, on
Substitute Form W-9, which is provided below, or, alternatively, to establish
another basis for exemption from backup withholding. Additionally, a Holder must
cross out item (2) in the Certification box on Substitute Form W-9 if the Holder
is subject to backup withholding. Failure to provide the information on the form
may subject the Holder to a $50 penalty imposed by the Internal Revenue Service
and 30% federal income tax backup withholding on the payments made to the Holder
or to the payee with respect to Debentures purchased pursuant to the Company
Notice. The box in Part 3 of the form should be checked if the Holder has not
been issued a TIN and has applied for a TIN or intends to apply for a TIN within
60 days, thereafter the Paying Agent will withhold 30% on all payments of the
Purchase Price until a TIN is provided to the Paying Agent. If this applies, the
Holder must complete the "Certificate of Awaiting Taxpayer Identification
Number" below.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Paying Agent a properly completed Internal Revenue Service
Form W-8BEN, signed under penalties of perjury, attesting to that Holder's
exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
If backup withholding applies, the Paying Agent is required to withhold
30% of any Purchase Price payments made to the Holder or to the payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
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 by filing a tax return with the Internal Revenue Service.
The Paying Agent cannot refund amounts withheld by reason of backup withholding.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on Purchase Price payments made with
respect to the Debentures surrendered pursuant to the Company Notice, the Holder
is required to provide the Paying Agent with:
- the Holder's correct TIN (or, if applicable, the TIN of the
payee) by completing the "Substitute Form W-9" below,
certifying that the TIN provided on Substitute Form
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W-9 is correct (or that such Holder is awaiting a TIN), that
the Holder is a U.S. person (including a U.S. resident alien),
and that:
o such Holder is exempt from backup
withholding,
o the Holder has not been notified by the
Internal Revenue Service that the Holder is
subject to backup withholding as a result of
failure to report all interest or dividends,
or
o the Internal Revenue Service has notified
the Holder that the Holder is no longer
subject to backup withholding; and
- if applicable, an adequate basis for exemption.
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WHAT NUMBER TO GIVE THE PAYING AGENT
The Holder is required to give the Paying Agent his or her TIN (e.g.,
Social Security Number or Employer Identification Number). If the Debentures are
held in more than one name or are held 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 guidance on which number to
report.
PAYER'S NAME: U.S. Bank, N.A. (formerly, State Street Bank and Trust Company
of California, N.A.)
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX TO THE RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW.
------------------------
Social Security
or
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Employer Identification Number
PART 2 - Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), (2) I am not subject to
backup withholding because (i) I am exempt from backup withholding, (ii) I have
not been notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to report all interest or dividends,
or (iii) the IRS has notified me that I am no longer subject to backup
withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Certificate instructions - You must cross out item (2) in 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
receive another notification from the IRS stating that you are no longer subject
to backup withholding, do not cross out item (2).
Signature
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Name
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(Please Print)
Date
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PART 3
Awaiting TIN [ ]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY GROSS PAYMENTS MADE TO YOU PURSUANT TO THE
OPTION. 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 CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security 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 by the time of payment, 30%
of all reportable payments made to me thereafter will be withheld until I
provide such a number.
Signature Date , 2003
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Name (please print)
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IMPORTANT: YOUR RIGHT TO SURRENDER YOUR DEBENTURES TO THE COMPANY FOR PURCHASE
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 18, 2003.
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