EXHIBIT 99.1
THE BON-TON DEPARTMENT STORES, INC.
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
10 1/4% SENIOR NOTES DUE 2014
IN EXCHANGE FOR
10 1/4% SENIOR NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED _______________, 2006
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Registered or Certified Mail, Hand
Delivery or Overnight Delivery: Facsimile Transmissions:
The Bank of New York (212)-298-1915
Corporate Trust Operations Attn: Ms. Diane Amoroso
Reorganization Unit Confirmation by Telephone:
101 Barclay Street - 7 East
New York, N.Y. 10286 (212)-815-6331
Attn: Ms. Diane Amoroso
Telephone: (212)-815-6331
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ___________, 2006, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via a facsimile to a number other
than as listed above, will not constitute a valid delivery.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated ____________, 2006, referred to as the Prospectus, of The
Bon-Ton Department Stores, Inc., a Pennsylvania corporation ("Bon-Ton"), and
this Letter of Transmittal, which together constitute Bon-Ton's offer, referred
to as the Exchange Offer, to exchange an aggregate principal amount of up to
$510,000,000 of its 10 1/4% Senior Notes due 2014 which have been registered
under the Securities Act of 1933, as amended, referred to as the Exchange Notes,
for a like principal amount of its issued and outstanding 10 1/4% Senior Notes
due 2014, referred to as the Original Notes. Capitalized terms used but not
defined herein shall have the same meaning given to them in the Prospectus, as
it may be amended or supplemented.
This Letter of Transmittal is to be completed by a holder of Original Notes
either if (a) certificates for such
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Original Notes are to be forwarded herewith or (b) a tender of Original Notes is
to be made by book-entry transfer to the account of The Bank of New York, the
Exchange Agent for the Exchange Offer, at the Depository Trust Company, or DTC,
pursuant to the procedures for tender by book-entry transfer set forth under
"The Exchange Offer -- Procedures for Tendering Original Notes -- Book-Entry
Transfers" in the Prospectus. Certificates or book-entry confirmation of the
transfer of Original Notes into the Exchange Agent's account at DTC, as well as
this Letter of Transmittal or a facsimile hereof, properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an agent's message in lieu of
this Letter of Transmittal. The term "book-entry confirmation" means a
confirmation of a book-entry transfer of Original Notes into the Exchange
Agent's account at DTC. The term "agent's message" means a message to the
Exchange Agent by DTC which states that DTC has received an express
acknowledgment that the tendering holder agrees to be bound by the Letter of
Transmittal and that Bon-Ton may enforce the Letter of Transmittal against such
holder. The agent's message forms a part of a book-entry transfer.
If Original Notes are tendered pursuant to book-entry procedures, the
Exchange Agent must receive, no later than 5:00 p.m., New York City time, on the
Expiration Date, book-entry confirmation of the tender of the Original Notes
into the Exchange Agent's account at DTC, along with a completed Letter of
Transmittal or an agent's message.
BY CREDITING THE ORIGINAL NOTES TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND
BY COMPLYING WITH THE APPLICABLE PROCEDURES OF DTC'S AUTOMATED TENDER OFFER
PROGRAM, OR ATOP, WITH RESPECT TO THE TENDER OF THE ORIGINAL NOTES, INCLUDING BY
THE TRANSMISSION OF AN AGENT'S MESSAGE, THE HOLDER OF ORIGINAL NOTES
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL,
AND THE PARTICIPANT IN DTC CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL
OWNERS OF SUCH ORIGINAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL AS
BEING APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH
PARTICIPANT AND EACH SUCH BENEFICIAL OWNER HAD PROVIDED THE INFORMATION REQUIRED
HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL TO THE EXCHANGE
AGENT.
Holders of Original Notes whose certificates for such Original Notes are
not immediately available or who are unlikely to be able to deliver all required
documents to the Exchange Agent on or prior to the Expiration Date or who cannot
complete a book-entry transfer on a timely basis may tender their Original Notes
according to the guaranteed delivery procedures described in "The Exchange Offer
- -- Procedures for Tendering Original Notes -- Guaranteed Delivery" in the
Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
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The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amount of Original Notes should be listed on a separate, signed schedule affixed
hereto.
DESCRIPTION OF ORIGINAL NOTES
NAME(S) AND ADDRESS(ES) OF RECORD
HOLDER(S) OR NAME OF DTC
PARTICIPANT AND PARTICIPANT'S DTC ACCOUNT AGGREGATE PRINCIPAL
NUMBER IN WHICH CERTIFICATE PRINCIPAL AMOUNT AMOUNT
NOTES ARE HELD (PLEASE FILL IN, IF BLANK) NUMBER(S)* REPRESENTED TENDERED**
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Total Principal Amount:
* Need not be completed if Original Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Original Notes represented by the Original Notes
indicated in the second column. See Instruction 4. Original Notes tendered
hereby must be in denominations of $1,000 or any integral multiple thereof.
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _____________________
DTC Account Number: ________________________________
Transaction Code Number: ___________________________
Date Tendered: _____________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s): _____________________________________________
Window Ticket Number (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
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Name of Eligible Institution which Guaranteed Delivery
If Guaranteed Delivery is to be Made by Book-Entry Transfer:
Name of Tendering Institution: _____________________
DTC Account Number: ________________________________
Transaction Code Number: ___________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.*
Name: ______________________________________________
Address: ___________________________________________
* You are entitled to as many copies as you reasonably believe necessary. If
you require more than 10 copies, please indicate the total number required
in the following space: _______________________________________.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Bon-Ton the principal amount of Original
Notes indicated above, upon the terms and subject to the conditions of the
Exchange Offer. Subject to and effective upon the acceptance for exchange of all
or any portion of the Original Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer, including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment, the undersigned hereby irrevocably sells, assigns and transfers to or
upon the order of Bon-Ton all right, title and interest in and to such Original
Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its agent and attorney-in-fact, with full knowledge that the Exchange
Agent is also acting as agent of Bon-Ton in connection with the Exchange Offer
and as trustee under the indenture governing the Original Notes and the Exchange
Notes, with respect to the tendered Original Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus, to (1) deliver certificates representing such Original Notes,
together with all accompanying evidences of transfer and authenticity, to or
upon the order of Bon-Ton upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Original Notes, (2) present certificates for such Original Notes for transfer
and to transfer the Original Notes on the books of Bon-Ton and (3) receive for
the account of Bon-Ton all benefits and otherwise exercise all rights of
beneficial ownership of such Original Notes, all in accordance with the terms
and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that (1) the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Original Notes tendered hereby, (2) Bon-Ton will acquire good, marketable and
unencumbered title to the tendered Original Notes, free and clear of all liens,
restrictions, charges and other encumbrances, and (3) the Original Notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned warrants and agrees that the undersigned will, upon request, execute
and deliver any additional documents requested by Bon-Ton or the Exchange Agent
to complete the exchange, sale, assignment and transfer of the Original Notes
tendered hereby. The undersigned has read and agrees to all of the terms and
conditions of the Exchange Offer.
The name(s) and address(es) of the registered holder(s) of the Original
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such Original Notes. The
certificate number(s) and the Original Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if certificates are submitted for more Original Notes
than are tendered or accepted for exchange, certificates for such nonexchanged
or nontendered Original Notes will be returned, or, in the case of Original
Notes tendered by book-entry transfer, such Original Notes will be credited to
an account maintained at DTC, without expense to the tendering holder, as soon
as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant to any
one of the procedures described in "The Exchange Offer -- Procedures for
Tendering Original Notes" in the Prospectus and in the instructions attached
hereto will, upon Bon-Ton's acceptance for exchange of such tendered Original
Notes, constitute a binding agreement between the undersigned and Bon-Ton upon
the terms and subject to the conditions of the Exchange Offer. The Exchange
Notes will bear interest from the most recent date to which interest has been
paid on the Original Notes or, if no interest has been paid, from the date of
original issuance of the Original Notes. If your Original Notes are accepted for
exchange, then you will receive interest on the Exchange Notes and not on the
Original Notes. The undersigned recognizes that, under certain circumstances set
forth in the Prospectus, Bon-Ton may not be required to accept for exchange any
of the Original Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Original Notes, that such Exchange Notes be credited to the account
indicated above
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maintained at DTC. If applicable, substitute certificates representing Original
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Original Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions," the undersigned
hereby directs that the Exchange Notes be delivered to the undersigned at the
address shown below the undersigned's signature. The undersigned recognizes that
Bon-Ton has no obligation pursuant to "Special Delivery Instructions" to
transfer any Original Notes from a registered holder thereof if Bon-Ton does not
accept for exchange any of the principal amount of such Original Notes so
tendered.
By tendering Original Notes and executing this Letter of Transmittal, the
undersigned, if not a participating broker-dealer, as defined below, hereby
represents that: (1) the Exchange Notes acquired in the Exchange Offer are being
obtained in the ordinary course of business of the person receiving the Exchange
Notes, whether or not that person is the holder; (2) neither the holder nor any
other person receiving the Exchange Notes is engaged in, intends to engage in or
has an arrangement or understanding with any person to participate in a
"distribution" (within the meaning of the Securities Act) of the Exchange Notes;
and (3) neither the holder nor any other person receiving the Exchange Notes is
an "affiliate" (within the meaning of Rule 405 of the Securities Act) of
Bon-Ton.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission, or the "SEC", as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Original Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of Bon-Ton within the meaning of Rule 405 under the Securities Act),
without compliance with the registration and Prospectus delivery provisions of
the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in the distribution of such Exchange Notes.
However, the SEC has not considered the Exchange Offer in the context of a
no-action letter, and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any holder is an affiliate
of Bon-Ton, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such holder (i) could not rely on the
applicable interpretation of the staff of the SEC and (ii) must comply with the
registration and Prospectus deliver requirements of the Securities Act in
connection with any resale transaction.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Original Notes, it represents that the Original
Notes to be exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a Prospectus meeting the requirements of the Securities Act in
connection with any offer to resell, resale or other retransfer of such Exchange
Notes pursuant to the Exchange Offer. However, by so acknowledging and
delivering a Prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" (within the meaning of the Securities Act). Any such
broker-dealer is referred to as a participating broker-dealer.
Bon-Ton has agreed that, to the extent that any participating broker-dealer
participates in the Exchange Offer, Bon-Ton shall use all commercially
reasonable efforts to maintain the effectiveness of the registration statement
of which the Prospectus forms a part, referred to as the exchange offer
registration statement, for a period of 180 days following the consummation of
the Exchange Offer as the same may be extended as provided in the registration
rights agreement, which is referred to herein as the applicable period. Bon-Ton
has also agreed that, subject to the provisions of the registration rights
agreement, the Prospectus, as amended or supplemented, will be made available to
participating broker-dealers for use in connection with an offer to sell, a
resale or other retransfers of Exchange Notes received in exchange for Original
Notes pursuant to the Exchange Offer during the applicable period. Bon-Ton will
advise each participating broker-dealer (i) when a Prospectus supplement or
post-effective amendment has been filed or has become effective, (ii) of any
request by the SEC for amendments to the registration statement or amendments or
supplements to the Prospectus or for additional information relating thereto,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of the exchange offer registration statement or of the suspension by any state
securities commission of the qualification of the Exchange Notes for offering or
sale in
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any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, and (iv) of the existence of any fact or the happening of any event
that makes any statement of a material fact made in the exchange offer
registration statement, the Prospectus, any amendment or supplement thereto or
any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the exchange offer registration
statement or the Prospectus in order to make the statements therein not
misleading.
Any participating broker-dealer by tendering Original Notes and executing
this Letter of Transmittal or effecting delivery of an agent's message in lieu
thereof, agrees that, upon receipt of notice from Bon-Ton of the existence of
any fact of the kind described in (iii) and (iv) above, such participating
broker-dealer will discontinue disposition of the Exchange Notes pursuant to the
exchange offer registration statement until receipt of the amended or
supplemented the Prospectus or written notice that the use of the Prospectus may
be resumed, as the case may be. If Bon-Ton gives such notice to suspend the sale
of the Exchange Notes, it shall extend the 180-day period referred to above
during which participating broker-dealers are entitled to use the Prospectus in
connection with the resale of Exchange Notes by the number of days during the
period from and including the date of the giving of such notice to and including
the date when participating broker-dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Exchange
Notes or to and including the date on which the participating broker-dealer
receives notice that the sale of Exchange Notes may be resumed, as the case may
be.
As a result, a participating broker-dealer that intends to use the
Prospectus in connection with an offer to sell, a resale or other retransfers of
Exchange Notes received in exchange for Original Notes pursuant to the Exchange
Offer must notify Bon-Ton, or cause Bon-Ton to be notified, on or prior to the
Expiration Date, that it is a participating broker-dealer. Such notice may be
given in the space provided above or may be delivered to the Exchange Agent at
the address set forth in the Prospectus under "The Exchange Offer -- Exchange
Agent."
The undersigned will, upon request, execute and deliver any additional
documents deemed by Bon-Ton to be necessary or desirable to complete the sale,
assignment and transfer of the Original Notes tendered hereby.
All authority conferred or agreed to be conferred herein and every
obligation of the undersigned under this Letter of Transmittal shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the Prospectus under "The
Exchange Offer -- Withdrawal Rights," this tender is irrevocable.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES"
ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTIONS 2 AND 6)
PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 14 OR A FORM
W-8; SEE INSTRUCTION 10)
Signature(s) of Holder(s):
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Date:
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(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Original Notes tendered or on a security position listing
or by person(s) authorized to become the registered holder(s) by certificates
and documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 6.)
Name(s):
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(PLEASE TYPE OR PRINT)
Capacity (full title):
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Address:
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Area Code and Telephone No.:
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Taxpayer Identification Number:
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GUARANTEE OF SIGNATURE(S)
(ONLY IF REQUIRED -- SEE INSTRUCTION 2)
Authorized Signature:
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Name:
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(PLEASE TYPE OR PRINT)
Title:
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Name of Firm:
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Address:
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Area Code and Telephone No.:
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Date:
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SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED -- SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered or
not accepted are to be issued in the name of someone other than the registered
holder(s) of the Original Notes whose signature(s) appear(s) above, or if
Original Notes delivered by book-entry transfer and not accepted for exchange
are to be returned for credit to an account maintained at DTC other than the
account indicated above.
Issue (check appropriate box(es))
[ ] Original Notes to:
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[ ] Exchange Notes to:
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Name:
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(PLEASE TYPE OR PRINT)
Address:
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Taxpayer Identification No.:
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SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED -- SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered or
not accepted are to be sent to someone other than the registered holder(s) of
the Original Notes whose signature(s) appear(s) above, or to such registered
holder at an address other than that shown above.
Deliver (check appropriate box(es))
[ ] Original Notes to:
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[ ] Exchange Notes to:
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Name:
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(PLEASE TYPE OR PRINT)
Address:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by a holder of
Original Notes to tender such holder's Original Notes either if (a) certificates
are to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange Offer --
Procedures for Tendering Original Notes -- Book-Entry Transfers" in the
Prospectus and an agent's message, as defined on page 2 hereof, is not
delivered. Certificates or book-entry confirmation of transfer of Original Notes
into the Exchange Agent's account at DTC, as well as this Letter of Transmittal,
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date. If the tender of Original Notes is effected in accordance with
applicable ATOP procedures for book-entry transfer, an agent's message may be
transmitted to the Exchange Agent in lieu of an executed Letter of Transmittal.
Original Notes may be tendered in whole or in part in integral multiples of
$1,000.
For purposes of the Exchange Offer, the term "holder" includes any
participant in DTC named in a securities position listing as a holder of
Original Notes. Only a holder of record may tender Original Notes in the
Exchange Offer. Any beneficial owner of Original Notes who wishes to tender some
or all of such Original Notes should arrange with DTC, a DTC participant or the
record owner of such Original Notes to execute and deliver this Letter of
Transmittal or to send an electronic instruction effecting a book-entry transfer
on his or her behalf. See Instruction 6.
Holders who wish to tender their Original Notes and (i) whose certificates
for the Original Notes are not immediately available or for whom all required
documents are unlikely to reach the Exchange Agent on or prior to the Expiration
Date or (ii) who cannot complete the procedures for delivery by book-entry
transfer on a timely basis, may tender their Original Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Procedures
for Tendering Original Notes -- Guaranteed Delivery" in the Prospectus. Pursuant
to such procedures: (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 made available by Bon-Ton, must be received
by the Exchange Agent on or prior to the Expiration Date; and (iii) the
certificates for the Original Notes, or a book-entry confirmation, together with
a properly completed and duly executed Letter of Transmittal, or an agent's
message in lieu thereof, with any required signature guarantees and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery for all such tendered
Original Notes, all as provided in "The Exchange Offer -- Procedures for
Tendering Original Notes -- Guaranteed Delivery" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand, facsimile, mail
or overnight delivery to the Exchange Agent, and must include a guarantee by an
eligible institution in the form set forth in such Notice of Guaranteed
Delivery. For Original Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery on or prior to the Expiration Date. As used herein, "eligible
institution" means a firm or other entity which is identified as an "Eligible
Guarantor Institution" in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, including a bank; a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; a credit union; a
national securities exchange, registered securities association or clearing
agency; or a savings association.
THE METHOD OF DELIVERY OF CERTIFICATES FOR THE ORIGINAL NOTES, THIS LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK
OF THE TENDERING HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY. NO LETTERS OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO BON-TON.
DELIVERY IS COMPLETE WHEN THE EXCHANGE AGENT ACTUALLY RECEIVES THE ITEMS TO BE
DELIVERED. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
Bon-Ton will not accept any conditional tenders. Each tendering holder, by
execution of a Letter of
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Transmittal or by causing the transmission of an agent's message, waives any
right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
a. this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC whose
name appears on a security position listing as the owner of the Original Notes)
of Original Notes tendered herewith, unless such holder has completed either the
box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or
b. such Original Notes are tendered for the account of a firm that is an
eligible institution.
In all other cases, an eligible institution must guarantee the signature(s) on
this Letter of Transmittal. See Instruction 6.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Original Notes" is inadequate, the certificate number(s) and/or
the principal amount of Original Notes and any other required information should
be listed on a separate, signed schedule which is attached to this Letter of
Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all the Original Notes evidenced by any certificate
submitted are to be tendered, fill in the principal amount of Original Notes
which are to be tendered in the "Principal Amount Tendered" column of the box
entitled "Description of Original Notes" on page 3 of this Letter of
Transmittal. In such case, new certificate(s) for the remainder of the Original
Notes that were evidenced by your old certificate(s) will be sent only to the
holder of the Original Notes as promptly as practicable after the Expiration
Date. All Original Notes represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. Tender of
Original Notes will be accepted only in integral multiples of $1,000.
5. WITHDRAWAL RIGHTS. Except as otherwise provided herein, tenders of
Original Notes may be withdrawn at any time on or prior to the Expiration Date.
In order for a withdrawal to be effective on or prior to that time, a written
notice of withdrawal must be timely received by the Exchange Agent at its
address set forth above and in the Prospectus on or prior to the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Original Notes to be withdrawn, identify the Original Notes to be
withdrawn, including the total principal amount of Original Notes to be
withdrawn, and where certificates for Original Notes are transmitted, the name
of the registered holder of the Original Notes, if different from that of the
person withdrawing such Original Notes. If certificates for the Original Notes
have been delivered or otherwise identified to the Exchange Agent, then the
tendering holder must submit the serial numbers of the Original Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
eligible institution, except in the case of Original Notes tendered for the
account of an eligible institution. If Original Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under "The Exchange Offer -- Procedures for Tendering Original Notes --
Book-Entry Transfers," the notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawn Original Notes and the
notice of withdrawal must be delivered to the Exchange Agent. Withdrawals of
tenders of Original Notes may not be rescinded; however, Original Notes properly
withdrawn may again be tendered at any time on or prior to the Expiration Date
by following any of the procedures described in the Prospectus under "The
Exchange Offer -- Procedures for Tendering Original Notes."
All questions regarding the form of withdrawal, validity, eligibility,
including time of receipt, and acceptance of withdrawal notices will be
determined by Bon Ton, in its sole discretion, which determination of such
questions and terms and conditions of the Exchange Offer will be final and
binding on all parties. Neither Bon-Ton, any of its affiliates or assigns, the
Exchange Agent nor any other person is under any obligation to give notice of
any irregularities in any notice of withdrawal, nor will they be liable for
failing to give any such notice.
Original Notes tendered by book-entry transfer through DTC that are
withdrawn or not exchanged for any reason will be credited to an account
maintained with DTC. Withdrawn Original Notes will be returned to the holder
after withdrawal. The Original Notes will be returned or credited to the account
maintained at DTC as soon as
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practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Any Original Notes which have been tendered for exchange but which are
withdrawn or not exchanged for any reason will be returned to the holder thereof
without cost to such holder.
6. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Original
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any Original Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different name(s) 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, any certificates or bond powers or any other
document required by the Letter of Transmittal 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, unless waived by Bon-Ton, must
submit proper evidence satisfactory to Bon-Ton, in its sole discretion, of each
such person's authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of
the Original Notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or separate bond power(s) are required unless Exchange Notes are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on such certificate(s) or bond power(s) must be guaranteed by
an eligible institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Original Notes listed, the certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as Bon-Ton or the trustee for the Original Notes may require in accordance with
the restrictions on transfer applicable to the Original Notes. Signatures on
such certificates or bond powers must be guaranteed by an eligible institution.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent 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.
In the case of issuance in a different name, the U.S. taxpayer identification
number of the person named must also be indicated. A holder of Original Notes
tendering Original Notes by book-entry transfer may instruct that Original Notes
not exchanged be credited to such account maintained at DTC as such holder may
designate. If no such instructions are given, certificates for Original Notes
not exchanged will be returned by mail to the address of the signer of this
Letter of Transmittal or, if the Original Notes not exchanged were tendered by
book-entry transfer, such Original Notes will be returned by crediting the
account indicated on page 3 above maintained at DTC. See Instruction 6.
8. IRREGULARITIES. Bon-Ton will determine, in its sole discretion, all
questions regarding the form of documents, validity, eligibility, including time
of receipt, and acceptance for exchange of any tendered Original Notes, which
determination and interpretation of the terms and conditions of the Exchange
Offer will be final and binding on all parties. Bon-Ton reserves the absolute
right, in its sole and absolute discretion, to reject any tenders determined to
be in improper form or unlawful. Bon-Ton also reserves the absolute right, in
its sole and absolute discretion, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "The Exchange Offer -- Conditions to the
Exchange Offer" or any condition or irregularity in any tender of Original Notes
by any holder, whether or not we waived similar conditions or irregularities in
the case of other holders. Bon-Ton's interpretation of the terms and conditions
of the Exchange Offer, including this Letter of Transmittal and the
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instructions hereto, will be final and binding on all parties. A tender of
Original Notes is invalid until all defects and irregularities have been cured
or waived. Neither Bon-Ton, any of its affiliates or assigns, the Exchange Agent
nor any other person is under any obligation to give notice of any defects or
irregularities in tenders nor will they be liable for failure to give any such
notice.
9. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Letter of Transmittal, the Notice of
Guaranteed Delivery and Forms W-8 may be obtained from the Exchange Agent at the
address and telephone/ facsimile numbers indicated above, or from your broker,
dealer, commercial bank, trust company or other nominee.
10. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORM W-8. Under the United
States federal income tax laws, interest paid to holders of Exchange Notes
received pursuant to the Exchange Offer may be subject to backup withholding.
Generally, such payments will be subject to backup withholding unless the holder
(i) is exempt from backup withholding or (ii) furnishes the payer with its
correct taxpayer identification number ("TIN") and provides certain
certifications. If backup withholding applies, Bon-Ton may be required to
withhold at the applicable rate on interest payments made to a holder of
Exchange Notes. Backup withholding is not an additional tax. Rather, the amount
of backup withholding is treated as an advance payment of a tax liability, and a
holder's U.S. federal income tax liability will be reduced by the amount of tax
withheld and may entitle such holder to a refund provided that the required
information is furnished timely to the Internal Revenue Service (the "IRS").
To avoid backup withholding, a holder should notify the Exchange Agent of
its correct TIN by completing the Substitute Form W-9 below and certifying on
Substitute Form W-9 that the TIN provided is correct (or that the holder is
awaiting a TIN). In addition, a holder is required to certify on Substitute Form
W-9 that (i) the holder is exempt from backup withholding, or (ii) the holder
has not been notified by the IRS that it is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the IRS has
notified the holder that the holder is no longer subject to backup withholding.
Consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for guidelines on completing the Substitute Form
W-9. If the Exchange Agent is provided with an incorrect TIN or the holder makes
false statements resulting in no backup withholding, the holder may be subject
to penalties imposed by the IRS.
Certain holders (including, among others, corporations and certain foreign
individuals) may be exempt from these backup withholding requirements. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for further information regarding exempt holders. Exempt
holders should furnish their TIN, check the box in Part 4 of the Substitute Form
W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent. If
the holder is a nonresident alien or foreign entity not subject to backup
withholding, such holder should submit an appropriate completed IRS Form W-8,
signed under penalties of perjury, attesting to the holder's foreign status,
instead of the Substitute Form W-9. The appropriate Form W-8 can be obtained
from the Exchange Agent upon request.
11. WAIVER OF CONDITIONS. Bon-Ton reserves the right, in its reasonable
discretion, to waive satisfaction of any or all conditions, completely or
partially, enumerated in the Prospectus.
12. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Original Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of Original Notes for exchange.
None of Bon-Ton, the Exchange Agent or any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Notes nor shall any of them incur any liability for failure to give any such
notice.
13. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate(s) representing Original Notes have been mutilated, lost, destroyed
or stolen, the holder should promptly notify the Exchange Agent. The holder 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, destroyed or stolen
certificate(s) have been followed.
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14. SECURITY TRANSFER TAXES. Except as provided below, holders who tender
their Original Notes for exchange will not be obligated to pay any transfer
taxes in connection therewith. If, however, Exchange Notes are to be delivered
to, or are to be issued in the name of, any person other than the registered
holder of the Original Notes tendered or a transfer tax is imposed for any
reason other than the exchange of Original Notes in connection with the Exchange
Offer, then the amount of any such transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
The Exchange Agent must receive satisfactory evidence of the payment of such
taxes or exemption there from or the amount of such transfer taxes will be
billed directly to the tendering holder.
Except as provided in this Instruction 14, it is not necessary for transfer
tax stamps to be affixed to the Original Notes specified in this Letter of
Transmittal.
15. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal
shall be deemed to be incorporated in any tender of Original Notes by any DTC
participant effected through procedures established by DTC and, by virtue of
such tender, such participant shall be deemed to have acknowledged and accepted
this Letter of Transmittal on behalf of itself and the beneficial owners of any
Original Notes so tendered.
SUBSTITUTE FORM W-9 PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social security number or
APPROPRIATE SPACE TO THE RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW ______/____________/_________
Payee's Name and Address: _____________________ 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), and
(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 currently subject to backup
withholding because you have failed to report all interest and dividends on your
tax return. However, if after being notified by the IRS that you are subject to
backup withholding you received a notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
Date
- ------------------------------------------- -----------------------------
Signature (include year)
- -------------------------------------------
Name (Please Print)
PART 3 -- Awaiting TIN [ ] PART 4 -- Exempt from backup withholding [ ]
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF TAX ON
ANY
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PAYMENTS MADE TO YOU. 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 CHECK THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties 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 within 60 days, all
reportable payments made to me thereafter will be subject to backup withholding
tax until I provide a number.
- ------------------------------------------- ----------------------------------
Signature Date (include year)
- -------------------------------------------
Name (Please Print)
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security Numbers ("SSNs") have nine digits separated by two
hyphens: i.e., 000-00-000. Employer Identification Numbers ("EINs") have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer.
GIVE THE NAME AND SOCIAL SECURITY
NUMBER OR EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --
------------------------- ----------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account
account) or, if combined funds, the first
individual on the account(1)
3. Custodian account of a minor (Uniform The minor(2)
Gift to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee(1)
(grantor is also trustee)
b. The so-called trust account that is The actual owner(1)
not a legal or valid trust under State
law
5. Sole proprietorship or single-owner The owner(3)
LLC
GIVE THE NAME AND EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --
------------------------- ---------------------------
6. A valid trust, estate, or pension Legal entity(4)
trust
7. Corporation or LLC electing corporate The corporation
status on Form 8832
8. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization
9. Partnership or multi-member LLC The partnership or LLC
10. A broker or registered nominee The broker or nominee
(1) List first and circle the name of the person whose SSN you furnish. If only
one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name and you may also enter your business or
"doing business as" name. You may use either your SSN or EIN (if you have
one). If you are a sole proprietor, the Internal Revenue Service encourages
you to use your SSN.
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless
the legal entity itself is not designated in the account title).
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
PURPOSE OF FORM
A person who is required to file an information return with the IRS must get
your correct Taxpayer Identification Number ("TIN") to report, for example,
income paid to you, real estate transactions, mortgage interest you paid,
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. Use Form W-9 to give your correct TIN to the
requester (the person requesting your TIN) and, when applicable, (1) to certify
the TIN you are giving is correct (or you are waiting for a number to be
issued), (2) to certify you are not subject to backup withholding, or (3) to
claim exemption from backup withholding if you are an exempt payee. The TIN
provided must match the name given on the Substitute Form W-9.
HOW TO GET A TIN
If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain
Form SS-5, Application for a Social Security Card, at the local office of the
Social Security Administration or get this form on-line at
www.ssa.gov/online/ss-5.pdf. You may also get this form by calling
1-800-772-1213. You can apply for an EIN online by accessing the IRS website at
www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics.
Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to
apply for an ITIN, or Form SS-4, Application for Employer Identification Number,
to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling
1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.
If you do not have a TIN, check the "Applied For" box in Part 3, sign and date
the form, and give it to the payer. Also sign and date the "Certificate of
Awaiting Taxpayer Identification Number." For interest and dividend payments and
certain payments made with respect to readily tradable instruments, you will
generally have 60 days to get a TIN and give it to the payer. If the payer does
not receive your TIN within 60 days, backup withholding, if applicable, will
begin and continue until you furnish your TIN.
Note: Checking the "Applied For" box on the form means that you have already
applied for a TIN OR that you intend to apply for one soon. As soon as you
receive your TIN, complete another Form W-9, include your TIN, sign and
date the form, and give it to the payer.
CAUTION: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are NOT exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends.
Note: If you are exempt from backup withholding, you should still complete
Substitute Form W-9 to avoid possible erroneous backup withholding. If you
are exempt, enter your name and correct TIN in Part 1, check the "Exempt"
box in Part 4, and sign and date the form. If you are a nonresident alien
or a foreign entity not subject to backup withholding, give the requester
the appropriate completed Form W-8, Certificate of Foreign Status.
The following is a list of payees that may be exempt from backup withholding and
for which no information reporting is required. For interest and dividends, all
listed payees are exempt except for those listed in item (9). For broker
transactions, payees listed in (1) through (13) and any person registered under
the Investment Advisers Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under sections 6041 and 6041A are generally exempt
from backup withholding only if made to payees described in items (1) through
(7). However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: (i) medical and health care payments, (ii) attorneys' fees, and
(iii) payments for services paid by a federal executive agency. Only payees
described in items (1) through (5) are exempt from backup withholding for barter
exchange transactions and patronage dividends.
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(1) An organization exempt from tax under section 501(a), or an individual
retirement plan ("IRA"), or a custodial account under section 403(b)(7), if
the account satisfies the requirements of section 401(f)(2).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States, or
any of their subdivisions or instrumentalities.
(4) A foreign government, a political subdivision of a foreign government, or
any of their agencies or instrumentalities.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities registered in the United States, the
District of Columbia, or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or custodian.
(15) An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, CHECK THE "EXEMPT" BOX IN PART 4 ON THE FACE OF THE FORM
IN THE SPACE PROVIDED, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A and 6050N, and their regulations.
Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to
give your correct TIN to persons who must file information returns with the IRS
to report interest, dividends, and certain other income paid to you, mortgage
interest you paid, the acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA.
The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. The IRS may also provide this information to the
Department of Justice for civil and criminal litigation and to cities, states,
and the District of Columbia to carry out their tax laws. The IRS may also
disclose this information to other countries under a tax treaty, or to federal
and state agencies to enforce federal nontax criminal laws and to combat
terrorism.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 28% of taxable interest, dividends, and certain
other payments to a payee who does not give a TIN to a payer. The penalties
described below may also apply.
PENALTIES
FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a
false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
MISUSE OF TINS. If the payer discloses or uses TINs in violation of federal law,
the payer may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE
SERVICE.
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