LETTER OF TRANSMITTAL
SOVEREIGN CAPITAL TRUST I
OFFER TO EXCHANGE ITS
9.00% EXCHANGE SUBORDINATED CAPITAL INCOME SECURITIES
("EXCHANGE CAPITAL SECURITIES")
(LIQUIDATION AMOUNT $1,000 PER EXCHANGE CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
9.00% ORIGINAL SUBORDINATED CAPITAL INCOME SECURITIES
("ORIGINAL CAPITAL SECURITIES")
(LIQUIDATION AMOUNT $1,000 PER ORIGINAL CAPITAL SECURITY)
UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN,
BY
SOVEREIGN BANCORP, INC.
PURSUANT TO THE PROSPECTUS DATED __________, 1997
(AS THE SAME MAY BE AMENDED OR SUPPLEMENTED, THE "PROSPECTUS")
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________, 1997,
OR ON SUCH LATER DATE OR TIME TO WHICH THE TRUST
MAY EXTEND THE EXCHANGE OFFER (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmissions: By Hand or Overnight Delivery
The Bank of New York (Eligible Institutions Only) The Bank of New York
Floor 7E (212) 815-6639 101 Barclay Street
101 Barclay Street Confirm by Telephone: Corporate Trust
New York, NY 10286 (212) 815-2742 Services Window
Attention: Enrique Lopez, Ground Level
Reorganization Section New York, NY 10286
Attention: Enrique Lopez,
Reorganization Section
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS
LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the
same meaning given them in the Prospectus. As used herein, the
term "Holder" means a holder of Original Capital Securities,
including any participant ("DTC Participant") in the book-entry
transfer facility system of The Depository Trust Company ("DTC")
whose name appears on a security position listing as the owner of
the Original Capital Securities. As used herein, the term
"Certificates" means physical certificates representing Original
Capital Securities.
To participate in the Exchange Offer (as defined below),
Holders must tender by (a) book-entry transfer pursuant to the
procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Original Capital Securities,"
or (b) forwarding Certificates herewith. Holders who are DTC
Participants tendering by book-entry transfer must execute such
tender through the Automated Tender Offer Program ("ATOP") of
DTC. A Holder using ATOP should transmit its acceptance to DTC
on or prior to the Expiration Date. DTC will verify such
acceptance, execute a book-entry transfer of the tendered
Original Capital Securities into the Exchange Agent's account at
DTC and then send to the Exchange Agent confirmation of such
book-entry transfer (a "book-entry confirmation"), including an
agent's message ("Agent's Message") confirming that DTC has
received an express acknowledgement from such Holder that such
Holder has received and agrees to be bound by this Letter of
Transmittal and that the Trust and the Corporation may enforce
this Letter of Transmittal against such Holder. The book-entry
confirmation must be received by the Exchange Agent in order for
the tender relating thereto to be effective. Book-entry transfer
to DTC in accordance with DTC's procedures does not constitute
delivery of the book-entry confirmation to the Exchange Agent.
If the tender is not made through ATOP, Certificates, as
well as this Letter of Transmittal (or facsimile thereof),
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 in
order for such tender to be effective.
Holders of Original Capital Securities who cannot complete
the procedures for delivery by book-entry transfer of such
Original Capital Securities on a timely basis or who cannot
deliver their Certificates for such Original Capital Securities
and all other required documents to the Exchange Agent on or
prior to the Expiration Date, must, in order to participate in
the Exchange Offer, tender their Original Capital Securities
according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer -- Procedures for Tendering
Original Capital Securities."
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR
CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE EXCHANGE AGENT. 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.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
- -----------------------------------------------------------------
DESCRIPTION OF ORIGINAL CAPITAL SECURITIES
- -----------------------------------------------------------------
IF BLANK, PLEASE PRINT NAME AND ORIGINAL CAPITAL SECURITIES
ADDRESS OF REGISTERED HOLDER. TENDERED (ATTACH ADDITIONAL
SCHEDULES)
- -----------------------------------------------------------------
AGGREGATE LIQUIDATION
CERTIFICATE AGGREGATE LIQUIDATION AMOUNT OF ORIGINAL
NUMBER(S)* AMOUNT OF ORIGINAL CAPITAL SECURITIES
CAPITAL SECURITIES TENDERED**
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
TOTAL AMOUNT TENDERED
- -----------------------------------------------------------------
* Need not be completed by book-entry holders.
** Original Capital Securities may be tendered in whole or in
part in denominations of $100,000 and integral multiples of
$1,000 in excess thereof, provided that if any Original
Capital Securities are tendered for exchange in part, the
untendered principal amount thereof must be $100,000 or any
integral multiple of $1,000 in excess thereof. All Original
Capital Securities held shall be deemed tendered unless a
lesser number is specified in this column. See
Instruction 4.
=================================================================
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL CAPITAL SECURITIES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC, AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution
- -----------------------------------------------------------------
DTC Account Number
- -----------------------------------------------------------------
Transaction Code Number
- -----------------------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF
GUARANTEED DELIVERY IF TENDERED ORIGINAL CAPITAL SECURITIES
ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT, AND COMPLETE
THE FOLLOWING:
Name of Registered Holder(s)
- -----------------------------------------------------------------
Window Ticket Number (if any)
- -----------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- -----------------------------------------------------------------
Name of 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 WHO ACQUIRED THE
ORIGINAL CAPITAL SECURITIES FOR YOUR OWN ACCOUNT AS A RESULT
OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES
OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
- -----------------------------------------------------------------
Address:
- -----------------------------------------------------------------
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Sovereign Capital Trust I,
a trust formed under the laws of the State of Delaware (the
"Trust") and Sovereign Bancorp, Inc., a Pennsylvania corporation
(the "Corporation"), the above described aggregate Liquidation
Amount of the Trust's Original Capital Securities in exchange for
a like aggregate Liquidation Amount of the Trust's Exchange
Capital Securities which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), upon
the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of
all or any portion of the Original Capital Securities 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 sells, assigns and transfers
to or upon the order of the Trust all right, title and interest
in and to such Original Capital Securities as are being tendered
herewith. 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 the Corporation and the Trust in connection with the
Exchange Offer) with respect to the tendered Original Capital
Securities, 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 (i) deliver Certificates for Original Capital
Securities to the Corporation or the Trust together with all
accompanying evidences of transfer and authenticity to, or upon
the order of, the Trust, upon receipt by the Exchange Agent, as
the undersigned's agent, of the Exchange Capital Securities to be
issued in exchange for such Original Capital Securities,
(ii) present Certificates for such Original Capital Securities
for transfer, and to transfer the Original Capital Securities on
the books of the Trust, and (iii) receive for the account of the
Trust all benefits and otherwise exercise all rights of
beneficial ownership of such Original Capital Securities, all in
accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE,
SELL, ASSIGN AND TRANSFER THE ORIGINAL CAPITAL SECURITIES
TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE TRUST WILL ACQUIRE GOOD, MARKETABLE AND
UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS,
RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE ORIGINAL
CAPITAL SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE
AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE TRUST OR THE
EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE
EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL CAPITAL
SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH
ITS OBLIGATIONS UNDER THE REGISTRATION AGREEMENT. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered Holder(s) of
the Original Capital Securities tendered hereby should be printed
in the box entitled "Description of Original Capital Securities"
above, if they are not already set forth in such box, as they
appear on the Certificates representing such Original Capital
Securities or on the records of DTC, as the case may be. The
Certificate number(s) of any such Certificates and the
liquidation amount of such Original Capital Securities should be
specified in such box as indicated therein.
The undersigned understands that tenders of Original Capital
Securities pursuant to any one of the procedures described in
"The Exchange Offer -- Procedures for Tendering Original Capital
Securities" in the Prospectus and in the instructions attached
hereto will, upon the Corporation's and the Trust's acceptance
for exchange of such tendered Original Capital Securities,
constitute a binding agreement between the undersigned, the
Corporation and the Trust upon the terms and subject to the
conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Prospectus, the Corporation and the Trust may
not be required to accept for exchange any of the Original
Capital Securities tendered hereby.
Unless otherwise indicated in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that
the Exchange Capital Securities be issued in the name(s) of the
undersigned or credited to the account at DTC indicated above in
the case of a book-entry transfer of Original Capital Securities.
If any Original Capital Securities are submitted for more
Original Capital Securities than are tendered or accepted for
exchange, then, without expense to the tendering Holder, promptly
following the expiration or termination of the Exchange Offer,
such non-exchanged or non-tendered Original Capital Securities
will, if evidenced by Certificates, be returned, or will, if
evidenced by book-entry, be credited to the account at DTC
indicated above. If applicable, substitute Certificates
representing non-exchanged Original Capital Securities will be
issued to the undersigned or non-exchanged original Capital
Securities will be credited to the account at DTC indicated above
in the case of a book-entry transfer of Original Capital
Securities.
Unless otherwise indicated under "Special Delivery
Instructions," certificates for Original Capital Securities and
for Exchange Capital Securities will be delivered to the
undersigned at the address shown below the undersigned's
signature.
BY TENDERING ORIGINAL CAPITAL SECURITIES AND EXECUTING THIS
LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND
AGREES THAT (i) THE UNDERSIGNED IS NOT AN "AFFILIATE" (AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT) OF THE CORPORATION OR THE
TRUST, (ii) ANY EXCHANGE CAPITAL SECURITIES TO BE RECEIVED BY THE
UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS, (iii) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE CAPITAL
SECURITIES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF THE
UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT
ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE
CAPITAL SECURITIES. BY TENDERING ORIGINAL CAPITAL SECURITIES
PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF
TRANSMITTAL, A HOLDER OF ORIGINAL CAPITAL SECURITIES THAT IS A
BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN
INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF
CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO
THIRD PARTIES, THAT (A) SUCH ORIGINAL CAPITAL SECURITIES ARE HELD
BY SUCH BROKER-DEALER ONLY AS A NOMINEE, OR (B) SUCH ORIGINAL
CAPITAL SECURITIES WERE ACQUIRED BY IT FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
AND IT WILL DELIVER THE PROSPECTUS MEETING THE REQUIREMENTS OF
THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE
CAPITAL SECURITIES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING THE PROSPECTUS, IT WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE CORPORATION AND THE TRUST HAVE AGREED THAT, SUBJECT TO
THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE
PROSPECTUS MAY BE USED IN CONNECTION WITH RESALES OF EXCHANGE
CAPITAL SECURITIES RECEIVED IN EXCHANGE FOR ORIGINAL CAPITAL
SECURITIES BY A BROKER-DEALER WHO ACQUIRED ORIGINAL CAPITAL
SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR
OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") FOR A
PERIOD ENDING 180 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO
EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH EXCHANGE CAPITAL
SECURITIES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING
BROKER-DEALER. IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER,
BY TENDERING SUCH ORIGINAL CAPITAL SECURITIES AND EXECUTING THIS
LETTER OF TRANSMITTAL OR BY TENDERING THROUGH BOOK-ENTRY TRANSFER
IN LIEU THEREOF, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE
CORPORATION OR THE TRUST OF THE OCCURRENCE OF ANY EVENT OR THE
DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR
INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY
MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE
A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF
THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF EXCHANGE CAPITAL SECURITIES PURSUANT TO
THE PROSPECTUS UNTIL (1) THE CORPORATION AND THE TRUST HAVE
AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAVE FURNISHED COPIES OF THE AMENDED
OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR
(2) THE CORPORATION OR THE TRUST HAS GIVEN NOTICE THAT THE SALE
OF THE EXCHANGE CAPITAL SECURITIES MAY BE RESUMED, AS THE CASE
MAY BE. IF THE CORPORATION OR THE TRUST GIVES SUCH NOTICE TO
SUSPEND THE SALE OF THE EXCHANGE CAPITAL SECURITIES, THEY 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 CAPITAL SECURITIES BY
THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE
OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE ON WHICH
(1) PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF
THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT
RESALES OF THE EXCHANGE CAPITAL SECURITIES OR (2) THE CORPORATION
OR THE TRUST HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE CAPITAL
SECURITIES MAY BE RESUMED, AS THE CASE MAY BE.
AS A RESULT, A PARTICIPATING BROKER-DEALER WHO INTENDS TO
USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE CAPITAL
SECURITIES RECEIVED IN EXCHANGE FOR ORIGINAL CAPITAL SECURITIES
PURSUANT TO THE EXCHANGE OFFER MUST NOTIFY THE CORPORATION AND
THE TRUST, OR CAUSE THE CORPORATION AND THE TRUST 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."
Holders whose Original Capital Securities are accepted for
exchange will not receive Distributions on such Original Capital
Securities, and the undersigned hereby waives the right to
receive any Distributions on such Original Capital Securities
accumulated from and including March 24, 1997. Accordingly,
holders of Exchange Capital Securities (as of the record date)
for the payment of Distributions on October 1, 1997 will be
entitled to Distributions accumulated from and including
March 24, 1997.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Corporation or the Trust to be
necessary or desirable to complete the sale, assignment and
transfer of the Original Capital Securities tendered hereby. All
authority herein conferred or agreed to be conferred in 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, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION
OF ORIGINAL CAPITAL SECURITIES" ABOVE AND SIGNING THIS LETTER,
WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL CAPITAL SECURITIES
AS SET FORTH IN SUCH BOX.
HOLDER(S) SIGN HERE
(SEE ATTACHED INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON THE LAST PAGE)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED
IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered Holder(s) exactly as name(s)
appear(s) on Certificate(s) for the Original Capital Securities
hereby tendered or on the records of DTC, as the case may be, or
by any person(s) authorized to become the registered Holder(s) by
endorsements and documents transmitted herewith (including such
opinions of counsel, certifications and other information as may
be required by the Trust to comply with the restrictions on
transfer applicable to the Original Capital Securities). If
signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in
a fiduciary capacity or representative capacity, set forth the
signatory's full title. See Instruction 5.
- -----------------------------------------------------------------
- -----------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date _________________________, 1997
Name(s)__________________________________________________________
_________________________________________________________________
(PLEASE PRINT)
Capacity (full title)
_________________________________________________________________
Address__________________________________________________________
_________________________________________________________________
_________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ( )
_________________________________________________________________
Tax Identification or Social Security Number ____________________
GUARANTEE OF SIGNATURE(S)
(SEE ATTACHED INSTRUCTIONS 2 AND 5)
Authorized Signature_____________________________________________
Date _________________________, 1997
Name of Firm_____________________________________________________
Capacity (full title)____________________________________________
(PLEASE PRINT)
Address__________________________________________________________
_________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ( )_____________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Capital Securities or
non-tendered or non-exchange Original Capital Securities are to
be issued in the name of someone other than the registered
Holder(s) of the Original Capital Securities whose name(s)
appear(s) above.
Issue:
[ ] Non-tendered or non-exchanged Original Capital
Securities to:
[ ] Exchange Capital Securities to:
Name(s)________________________________________________
Address________________________________________________
________________________________________________
(INCLUDE ZIP CODE)
________________________________________________
Area Code and
Telephone Number
_________________________________________________________________
_________________________________________________________________
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER(S))
==================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Certificates for Exchange Capital
Securities or non-tendered or non-exchanged Original Capital
Securities are to be sent to someone other than the registered
Holder(s) of the Original Capital Securities whose name(s)
appear(s) above, or such registered Holder(s) at an address other
than that shown above.
Mail:
[ ] Non-tendered or non-exchanged Original Capital Securities
to:
[ ] Exchange Capital Securities to:
Name(s)
_________________________________________________________________
Address
_________________________________________________________________
_________________________________________________________________
(INCLUDE ZIP CODE)
_________________________________________________________________
Area Code and
Telephone Number
_________________________________________________________________
------------------------------------
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER(S))
------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. BOOK-ENTRY TRANSFER; DELIVERY OF LETTER OF TRANSMITTAL
AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. To tender in
the Exchange Offer, Holders must tender by (a) forwarding
Certificates herewith or (b) book-entry transfer pursuant to the
procedures set forth in "The Exchange Offer -- Procedures for
Tendering Original Capital Securities" in the Prospectus.
Holders who are DTC Participants tendering by book-entry transfer
must execute such tender through DTC's ATOP system. A Holder
using ATOP should transmit its acceptance to DTC on or prior to
the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Original Capital Securities
into the Exchange Agent's account at DTC, and then send to the
Exchange Agent a book-entry confirmation, including an Agent's
Message confirming that DTC has received an express
acknowledgement from such Holder that such Holder has received
and agrees to be bound by this Letter of Transmittal and that the
Trust and the Corporation may enforce this Letter of Transmittal
against such Holder. The book-entry confirmation must be
received by the Exchange Agent in order for the tender relating
thereto to be effective. Book-entry transfer to DTC in
accordance with DTC's procedure does not constitute delivery of
the book-entry confirmation to the Exchange Agent.
If the tender is not made through ATOP, Certificates, as
well as this Letter of Transmittal (or facsimile thereof),
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 in
order for such tender to be effective.
Original Capital Securities may be tendered in whole or in
part in the liquidation amount of $100,000 (100 Original Capital
Securities) and integral multiples of $1,000 in excess thereof,
provided that, if any Original Capital Securities are tendered
for exchange in part, the untendered principal amount thereof
must be $100,000 (100 Original Capital Securities) or any
integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Original Capital Securities
and (i) whose Original Capital Securities are not immediately
available or (ii) who cannot deliver their Original Capital
Securities, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration
Date or (iii) who cannot complete the procedures for delivery by
book-entry transfer on a timely basis, may tender their Original
Capital Securities by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery." Pursuant to such procedures:
(i) such tender must be made by or through an Eligible
Institution (as defined below); (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the
form accompanying this Letter of Transmittal, must be received by
the Exchange Agent on or prior to the Expiration Date; and
(iii) (a) a book-entry confirmation or (b) the certificates
representing all tendered Original Capital Securities, in proper
form for transfer, together with a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other documents
required by this Letter of Transmittal, must be, in any case,
received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice
of Guaranteed Delivery, all as provided in the Prospectus under
"The Exchange Offer -- Guaranteed Delivery".
A Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must
include a guarantee by an Eligible Institution in the form set
forth in such Notice. For Original Capital Securities 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 and in the
Prospectus, "Eligible Institution" means a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as "an eligible
guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer;
(iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a
savings association that is a participant in a Securities
Transfer Association.
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR
CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE EXCHANGE AGENT. 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.
Neither the Corporation nor the Trust will accept any
alternative, conditional or contingent tenders. Each tendering
Holder, by book-entry transfer through ATOP or execution of a
Letter of Transmittal (or facsimile thereof), 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:
(i) this Letter of Transmittal is signed by the
registered Holder(s) of Original Capital
Securities tendered herewith, unless such
Holder(s) has completed either the box entitled
"Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above, or
(ii) such Original Capital Securities are tendered for
the account of a firm that is an Eligible
Institution.
In all other cases, an Eligible Institution must guarantee
the signatures) on this Letter of Transmittal. See
Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box
captioned "Description of Original Capital Securities" is
inadequate, the Certificate number(s) and/or the principal amount
of Original Capital Securities and any other required information
should be listed on a separate signed schedule which is attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of
Original Capital Securities will be accepted only in the
liquidation amount of $100,000 (100 Original Capital Securities)
and integral multiples of $1,000 in excess thereof, provided that
if any Original Capital Securities are tendered for exchange in
part, the untendered liquidation amount thereof must be $100,000
(100 Original Capital Securities) or any integral multiple of
$1,000 in excess thereof. If less than all the Original Capital
Securities are to be tendered, fill in the liquidation amount of
Original Capital Securities that are to be tendered in the box
entitled "Aggregate Liquidation Amount of Original Capital
Securities Tendered." If applicable, new Certificate(s) for the
Original Capital Securities that were not tendered will be sent
to the address designated herein by such Holder promptly after
the Expiration Date. All Original Capital Securities represented
by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original
Capital Securities 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 such date, a written or facsimile transmission of
such notice of withdrawal must be timely received by the Exchange
Agent at one of its addresses set forth above or in the
Prospectus on or prior to such date. Any such notice of
withdrawal must specify the name of the person who tendered the
Original Capital Securities to be withdrawn, the aggregate
liquidation amount of Original Capital Securities to be
withdrawn, and, if any Certificates for Original Capital
Securities have been tendered, the name of the registered Holder
of the Original Capital Securities as set forth on any such
Certificates, if different from that of the person who tendered
such Original Capital Securities. If Certificates for the
Original Capital Securities have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical
release of such Certificates, the tendering Holder must submit
the serial numbers shown on the particular Certificates to he
withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of
Original Capital Securities tendered for the account of an
Eligible Institution. If Original Capital Securities have been
tendered pursuant to the procedures for book-entry transfer set
forth in the Prospectus under "The Exchange Offer -- Procedures
for Tendering Original Capital Securities," the notice of
withdrawal must specify the name and number of the account at DTC
to be credited with the withdrawal of Original Capital
Securities. Withdrawals of tenders of Original Capital
Securities may not be rescinded. Original Capital Securities
properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any
subsequent time on or prior to the Expiration Date by following
any of the procedures described herein.
All questions as to the validity, form and eligibility
(including time of receipt) of such withdrawal notices will be
determined by the Trust, in its sole discretion, whose
determination shall be final and binding on all parties. Neither
the Corporation, the Trust, any affiliates or assigns of the
Corporation or the Trust, the Exchange Agent nor any other person
shall be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability
for failure to give any such notification. Any Original Capital
Securities which have been tendered but which are withdrawn will
be returned to the Holder thereof promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered Holder(s) of the Original Capital Securities tendered
hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) for such Original
Capital Securities, without alteration, enlargement or any change
whatsoever, or as recorded in DTC's book-entry transfer facility
system, as the case may be.
If any Certificates 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 Capital Securities are registered
in different names on several Certificates, it will be necessary
to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of Certificates.
If any tendered Original Capital Securities are registered in
different names in several book-entry accounts, proper procedures
for book-entry transfer must be followed for each account.
If this Letter of Transmittal or any Certificates or bond
powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons
should so indicate when signing and must submit proper evidence
satisfactory to the Corporation and the Trust, in their sole
discretion, of each such person's authority so to act.
When this Letter of Transmittal is signed by the registered
Holder(s) of the Original Capital Securities listed and
transmitted hereby, or book-entry transfer is effectuated by such
Holder(s), no endorsement(s) of Certificate(s) or separate bond
power(s) are required except if Exchange Capital Securities are
to be issued in the name of a person other than the registered
Holder(s). If such exception applies, 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 Holder(s) of the Original Capital Securities
listed, the Certificate(s) must be endorsed or accompanied by
appropriate bond powers, signed exactly as the name(s) of the
registered Holder(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and
other information as the Corporation or the Trust may require in
accordance with the restrictions on transfer applicable to the
Original Capital Securities. In such event, signatures on such
Certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If
Exchange Capital Securities are to be issued in the name of a
person other than the signer of this Letter of Transmittal, or if
Exchange Capital Securities 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. Original Capital Securities not
exchanged will be returned, if evidenced by Certificates, by mail
or, if tendered by book-entry transfer, by crediting the account
at DTC indicated above in Instruction 4.
7. IRREGULARITIES. The Corporation and the Trust will
determine, in their sole discretion, all questions as to the form
of documents, validity, eligibility (including time of receipt)
and acceptance for exchange of any tender of Original Capital
Securities, which determination shall be final and binding on all
parties. The Corporation and the Trust reserve the absolute
right to reject any and all tenders determined by either of them
not to be in proper form or the acceptance of which, or exchange
for which, may in the view of counsel to the Corporation and the
Trust be unlawful. The Corporation and the Trust also reserve
the absolute right, subject to applicable law, 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 conditions or irregularity in any tender of Original Capital
Securities of any particular Holder whether or not similar
conditions or irregularities are waived in the case of other
Holders. The Corporation's and the Trust's interpretation of the
terms and conditions of the Exchange Offer (including this Letter
of Transmittal and the instructions hereto) will be final and
binding. No tender of Original Capital Securities will be deemed
to have been validly made until all irregularities with respect
to such tender have been cured or waived. The Corporation, the
Trust, any affiliates or assigns of the Corporation, the Trust,
the Exchange Agent, or any other person shall not be under any
duty to give notification of any irregularities in tenders or
incur any liability for failure to give such notification.
8. 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 cover of this Letter of Transmittal. Additional
copies of the Prospectus, the Notice of Guaranteed Delivery and
this Letter of Transmittal may be obtained from the Exchange
Agent or from your broker, dealer, commercial bank, trust company
or other nominee.
9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S.
Federal income tax law, a Holder whose tendered Original Capital
Securities are accepted for exchange is required to provide the
Exchange Agent with such Holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the Holder or other payee to a
$50 penalty. In addition, payments to such Holders or other
payees with respect to Original Capital Securities exchanged
pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 2 of the Substitute Form W-9 may be checked
if the tendering Holder has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If
the box in Part 2 is checked, the Holder or other payee must also
complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the
Certificate of Awaiting Taxpayer Identification Number is
completed, the Exchange Agent will withhold 31% of all payments
made prior to the time a properly certified TIN is provided to
the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent
with its TIN within 60 days after the date of the Substitute
Form W-9, the amounts retained during the 60-day period will be
remitted to the Holder and no further amounts shall be retained
or withheld from payments made to the Holder thereafter. If,
however, the Holder has not provided the Exchange Agent with its
TIN within such 60-day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, 31% of all
payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The Holder is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number)
of the registered owner of the Original Capital Securities or of
the last transferee appearing on the transfers attached to, or
endorsed on, the Original Capital Securities. If the Original
Capital Securities are registered in more than one name or are
not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional guidance on which number
to report.
Certain Holders (including, among others, corporations,
financial institutions and certain foreign persons) may not be
subject to these backup withholding and reporting requirements.
Such Holders should nevertheless complete the attached Substitute
Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed
IRS Form W-8, signed under penalties of perjury, attesting to
that holder's exempt status. Please consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional guidance on which Holders
are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income
tax. Rather, the U.S. Federal income tax liability of a person
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.
10. WAIVER OF CONDITIONS. The Corporation and the Trust
reserve the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering Holders, by
execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of Original Capital Securities
for exchange.
Neither the Corporation, the Trust, the Exchange Agent nor
any other person is obligated to give notice of any defect or
irregularity with respect to any tender of Original Capital
Securities nor shall any of them incur any liability for failure
to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any
Certificate(s) representing Original Capital Securities have been
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.
13. SECURITY TRANSFER TAXES. Holders who tender their
Original Capital Securities for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however,
Exchange Capital Securities are to be delivered to, or are to be
issued in the name of, any person other than the registered
Holder of the Original Capital Securities tendered, or if a
transfer tax is imposed for any reason other than the exchange of
Original Capital Securities 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. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be
billed directly to such tendering Holder.
IMPORTANT: BOOK-ENTRY CONFIRMATION OR THIS LETTER OF
TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO THE EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(SEE INSTRUCTION 9)
PAYOR'S NAME: THE BANK OF NEW YORK
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SUBSTITUTE PART 1 -- PLEASE PROVIDE TIN:
FORM W-9 YOUR TIN IN THE BOX AT _______________
RIGHT AND CERTIFY BY Social Security
SIGNING AND DATING BELOW: or Employer
Identification
Number
----------------------------------------------
DEPARTMENT OF PART 2 -- TIN Applied for [ ]
THE TREASURY
INTERNAL
REVENUE
SERVICE
----------------------------------------------
CERTIFICATION -- UNDER THE PENALTIES OF
PERJURY, I Certify (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 either 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 a 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) any other information provided on this
form is true and correct.
Signature __________________________________
PAYOR'S REQUEST
FOR TAXPAYER
IDENTIFICATION Date:____________________
NUMBER ("TIN") AND
CERTIFICATION
- -----------------------------------------------------------------
You must cross out item (iii) in Part (2) above if you have been
notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax
return and you have not been notified by the IRS that you are no
longer subject to backup withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN
CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF THE 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 (1) 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 (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments made to me on
account of the Exchange Capital Securities shall be retained
until I provide a taxpayer identification number to the Exchange
Agent and that, if I do not provide my taxpayer identification
number within 60 days, such retained amounts shall be remitted to
the Internal Revenue Service as backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a
taxpayer identification number.
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Signature(s) Date
- -----------------------------------------------------------------