FAIRFIELD COMMUNITIES, INC.
ELECTION INFORMATION AND INSTRUCTIONS BOOKLET
This booklet provides answers to frequently asked questions, briefly
describes your options, and provides information and instructions on how to make
your election. We urge you to read the instructions carefully and review the
Frequently Asked Questions, as well as the enclosed proxy statement-prospectus
dated February 26, 2001. After reviewing this material, complete the Election
Form/Letter of Transmittal and send it in the enclosed yellow envelope along
with your stock certificate(s) to our Exchange Agent, Mellon Investor Services
LLC. If you have additional questions after reading this material, you should
contact Mellon Investor Services at 866-892-5622 (toll free).
The deadline for receipt of your Election Form/Letter of Transmittal is
5:00 p.m. (Eastern Time) on the closing date of the merger of Fairfield and a
subsidiary of Cendant Corporation. The merger is expected to close on Monday,
April 2, 2001, thereby making the deadline for receipt of your Election
Form/Letter of Transmittal at 5:00 p.m. (Eastern Time) on that date. Cendant and
Fairfield may extend the merger closing to a later date, in which case the
Election Deadline would be extended to the actual date of the closing. Fairfield
expects to announce the anticipated closing date of the merger by means of a
press release to be issued no later than the date of the special meeting of
Fairfield's stockholders to consider the merger.
FREQUENTLY ASKED QUESTIONS
1. WHY HAVE I BEEN SENT AN ELECTION FORM/LETTER OF TRANSMITTAL?
Cendant Corporation, Fairfield Communities, Inc. and Grand Slam Acquisition
Corp., a subsidiary of Cendant, entered into an Agreement and Plan of Merger
dated as of November 1, 2000, as amended. The merger agreement is attached as
Annex A to the enclosed proxy statement-prospectus. As a result of the merger,
you, as a Fairfield stockholder, have the option to elect to receive cash,
Cendant common stock designated CD common stock, or a combination of the two in
exchange for your shares of Fairfield common stock. Your ability to receive cash
or CD common stock may be limited as more fully described in the answers to
Questions 11 and 12 below.
2. WHAT IS THE PURPOSE OF THE ELECTION FORM/LETTER OF TRANSMITTAL?
The enclosed Election Form/Letter of Transmittal does two things. First, it
allows you to make your election as to the form of payment for your shares of
Fairfield common stock. Second, it provides you with instructions on how to
surrender your stock certificates in order to receive your payment.
3. WHAT DO I DO WITH THE ELECTION FORM/LETTER OF TRANSMITTAL?
The Election Form/Letter of Transmittal is divided into four sections, with
corresponding instructions for completing each section beginning on page 6 of
this booklet.
When completed, sign and date the Election Form/Letter of Transmittal and
mail it to the Exchange Agent in the enclosed yellow envelope along with your
stock certificates representing shares of Fairfield common stock. By signing the
Election Form/Letter of Transmittal, you agree to surrender your stock
certificate(s) in exchange for cash, CD common stock or a combination of both.
You also confirm that your tax identification number indicated on the form is
correct and that you have complied with all the requirements stated in the
instructions. Please note that if your shares of Fairfield common stock are held
in a joint account, then signatures of both owners are required.
Consistent with the terms of the merger agreement, the Election Form/Letter
of Transmittal authorizes the Exchange Agent to take all actions necessary to
accomplish the delivery of the CD common stock certificates and/or cash in
exchange for your shares of Fairfield common stock.
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YOU MUST RETURN YOUR STOCK CERTIFICATES REPRESENTING YOUR SHARES OF
FAIRFIELD COMMON STOCK ALONG WITH THE ELECTION FORM/LETTER OF TRANSMITTAL IN THE
ENCLOSED YELLOW ENVELOPE. DO NOT SIGN THE BACK OF THE STOCK CERTIFICATES.
4. WHAT IF I FAIL TO MAKE AN ELECTION?
If you do not make an election, you will receive the stock election for all
of your shares of Fairfield common stock. The stock election is described in
Question 9. Also, you may be subject to withholding of dividends and the shares
or cash associated with the exchange. Failure to send in the Election
Form/Letter of Transmittal and related documents could delay your actual receipt
of the merger consideration. Promptly following the closing of the merger, the
Exchange Agent will mail a letter of transmittal to any stockholder of record as
of the effective time of the merger who has not returned an Election Form/Letter
of Transmittal. A stockholder who has not completed and returned the Election
Form/Letter of Transmittal should complete and return the letter of transmittal
received after the closing, together with his or her stock certificates, in
order to receive the merger consideration.
5. WHAT HAPPENS IF I MISS THE ELECTION DEADLINE?
Missing the election deadline is the same as failing to make an election.
6. WHEN CAN I EXPECT TO RECEIVE MY NEW STOCK CERTIFICATES OR CASH?
You will receive your new stock certificates or cash within 15 to 20
business days after the effective date of the merger.
7. DO I HAVE TO SEND IN MY FAIRFIELD STOCK CERTIFICATE(S)?
Yes, whether you make the cash election, stock election or a combination of
both, you must return your Fairfield common stock certificates with your
Election Form/Letter of Transmittal.
8. WHAT IF I CANNOT LOCATE MY STOCK CERTIFICATE(S)?
If you cannot locate your stock certificates, you must contact Equiserve,
Fairfield's transfer agent, immediately, at 781-575-3400 for instructions on how
to replace your lost stock certificates. If your replacement certificate(s) are
not received by the Exchange Agent before the election deadline, you will be
treated as if you did not respond to the election notice (see Question 4).
9. WHAT WILL I RECEIVE IN THE MERGER?
You have the right to elect to receive, in exchange for your shares of
Fairfield common stock, cash, CD common stock or a combination of both. Under
the terms of the merger agreement, you have the following options:
- The "STOCK ELECTION," which consists of 1.2500 shares of CD common stock
for each share of Fairfield common stock, unless the average trading price
of CD common stock is more or less than $12.00. The "average trading
price" means the average of the 4:00 p.m. Eastern Time closing sales
prices of CD common stock reported on the New York Stock Exchange
Composite Tape for the 20 consecutive trading days ending on and including
the trading day immediately before the date of the special meeting of the
stockholders of Fairfield to consider the merger. The adjustments that may
be made to the exchange ratio are as follows:
AVERAGE TRADING PRICE EXCHANGE RATIO
- ------------------------------------- -------------------------------------
Equal to or greater than $13.5960 Equal to the quotient of $16.00
divided by the average trading price
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AVERAGE TRADING PRICE EXCHANGE RATIO
- ------------------------------------- -------------------------------------
Greater than $12.00 but less than Equal to 0.6250 plus the quotient of
$13.5960 $7.50 divided by the average trading
price
Equal to $12.00 1.2500
Less than $12.00 but greater than Equal to the quotient of $15.00
$7.00 divided by the average trading price
Equal to or less than $7.00 2.1428
- The "CASH ELECTION," which consists of $15.00 in cash for each share of
Fairfield common stock plus, if the average trading price is greater than
$12.00, a fraction of a share of CD common stock that equals the excess of
the value of the stock election, based on the average trading price, over
$15.00. The maximum value of that fractional share will not exceed $1.00.
You may also elect to receive the cash election for some of your shares of
Fairfield common stock and the stock election for your remaining shares of
Fairfield common stock. However, you may not elect to receive different forms of
consideration for a single share of Fairfield common stock.
If none of the above options are chosen, you will receive the stock election
for all of your shares of Fairfield common stock.
10. WHEN WILL A FINAL EXCHANGE RATIO BE ANNOUNCED?
Cendant and Fairfield will determine the final exchange ratio at the end of
the business day before the special meeting of Fairfield stockholders. Cendant
and Fairfield intend to issue a joint press release announcing the final
exchange ratio not later than the date of the special meeting.
11. IF I CHOOSE THE CASH ELECTION, WILL I BE ASSURED OF RECEIVING ONLY CASH?
No. The total amount of cash Cendant is required to pay in the merger will
not exceed the product of $7.50 multiplied by the total number of outstanding
shares of Fairfield common stock immediately prior to the effective time of the
merger. However, the amount of cash available for persons making the cash
election is reduced by the product of the number of shares held by Fairfield
stockholders exercising their appraisal rights multiplied by the value, based on
the final average trading price, of the stock election. If the total amount of
cash to be paid to stockholders choosing the cash election plus the amount
attributable to stockholders exercising their appraisal rights is greater than
the total amount Cendant is required to pay in cash, then the amount of cash a
stockholder making the cash election will receive shall be reduced on a pro rata
basis with the other stockholders making the cash election. In lieu of cash,
each of the stockholders making the cash election will receive a number of
shares of CD common stock equal to the value, based on the final average trading
price, of the cash that was reduced. Fairfield stockholders electing cash may
also receive up to $1.00 of CD common stock if the average trading price for CD
common stock is greater than $12.00.
12. IF I CHOOSE THE STOCK ELECTION, OR IF I DO NOT MAKE AN ELECTION, WILL I BE
ASSURED OF RECEIVING ONLY STOCK?
No. Cendant has the right, exercisable at any time prior to the closing of
the merger, to pay cash for any shares of Fairfield common stock instead of
issuing CD common stock. Any increase in the amount of cash to be paid by
Cendant will first be paid to Fairfield stockholders electing to receive cash
who were subject to proration as described in the preceding question, then paid
on a pro rata basis to Fairfield stockholders making the stock election.
13. WILL I HAVE TO PAY TAXES ON THE PROCEEDS WHEN MY SHARES ARE EXCHANGED?
Generally, the exchange will be treated as a sale of stock and may result in
recognition of a gain or loss if there is a difference between the amount of
cash and the value of the shares of CD common
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stock received and your adjusted tax basis in your shares of Fairfield common
stock. You should refer to the discussion of "Federal Income Tax Consequences of
the Merger" in the proxy statement-prospectus dated February 26, 2001. Because
individual circumstances may differ, you should consult your tax advisor for a
complete understanding of the tax effect of the merger to you, including the
application and effect of foreign, state, local or other tax laws.
14. HOW SHOULD I SEND MY SIGNED DOCUMENTS AND STOCK CERTIFICATES?
A yellow envelope addressed to the Exchange Agent, Mellon Investor Services
LLC, is enclosed with this package. Please use this envelope to return your
Election Form/Letter of Transmittal, your Fairfield common stock certificates,
if applicable, and any additional documentation that may be required to make
your election complete. If you do not have the envelope, please mail all the
requested documentation to: Mellon Investor Services LLC, Attention:
Reorganization Department, Post Office Box 3301, South Hackensack, NJ
07606-3301. If you are mailing stock certificates, we recommend that you use
Registered Mail, return receipt requested. PLEASE DO NOT RETURN ANY OF THESE
DOCUMENTS TO FAIRFIELD OR CENDANT.
Until your Fairfield common stock certificates are actually delivered to the
Exchange Agent, delivery is not effected, you hold title to the certificates and
you bear the risk of loss.
15. ARE THERE ANY FEES ASSOCIATED WITH THE EXCHANGE OF MY SHARES OF FAIRFIELD
COMMON STOCK?
There are no fees associated with the exchange of your shares of Fairfield
common stock. You may incur fees if you need to replace missing stock
certificates.
16. HOW DO I CHANGE MY ADDRESS ON THE ELECTION FORM/LETTER OF TRANSMITTAL?
You should mark through any incorrect address information that is printed on
the Election Form/ Letter of Transmittal in Section 1. Clearly print your
correct address in the place beside the printed information. If you would like
to receive your payment at a different address from that in Section 1, you must
complete the requested information in Section 4.
17. WHAT DO I DO IF:
- I want to change the name on my account?
- I want to have my check made payable to someone else?
- The owner or co-owner of the shares is deceased?
Please complete the applicable areas in the Election Form/Letter of
Transmittal in order to transfer the CD common stock or cash to someone else.
You will be responsible for any taxes arising from any of those changes. For
more information, refer to the instructions below for completing Section 3.
18. CAN I REVOKE MY ELECTION?
Yes. You can revoke your election by giving written notice to the Exchange
Agent prior to 5:00 p.m. (Eastern Time), on the date of the effective time of
the merger which is expected to be April 2, 2001, or by withdrawing your shares
of Fairfield common stock (or withdrawing your notice of guaranteed delivery of
your Fairfield shares) prior to the deadline listed above.
19. WHO DO I CALL IF I HAVE ADDITIONAL QUESTIONS?
You may contact Mellon Investor Services, the Exchange Agent, at
866-892-5622 (toll free).
Stockholders should NOT send any stock certificates with their proxy card.
However, Election Form/Letter of Transmittal forms must be accompanied by stock
certificates or by notices of guaranteed delivery.
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YOU SHOULD MAIL YOUR SIGNED PROXY CARD IN THE ENCLOSED SMALL, WHITE ENVELOPE
MARKED "PROXY."
THE ENCLOSED ELECTION FORM/LETTER OF TRANSMITTAL, WHICH MUST BE ACCOMPANIED
BY EITHER STOCK CERTIFICATES OR BY NOTICE OF GUARANTEED DELIVERY, SHOULD BE
RETURNED TO MELLON INVESTOR SERVICES IN THE ENCLOSED LARGE YELLOW ENVELOPE. THE
ADDRESS THAT YOU SHOULD SEND YOUR FORM OF ELECTION/LETTER OF TRANSMITTAL TO WILL
DEPEND ON THE METHOD OF DELIVERY THAT YOU CHOOSE. THE AVAILABLE OPTIONS AND
RELEVANT ADDRESSES FOR MELLON INVESTOR SERVICES ARE LISTED BELOW.
DELIVERY INSTRUCTIONS
Mellon Investor Services LLC
For information (toll free): 866-892-5622
BY MAIL:
Mellon Investor Services LLC
Reorganization Department
Post Office Box 3301
South Hackensack, NJ 07606-3301
BY OVERNIGHT DELIVERY:
Mellon Investor Services LLC
Reorganization Department
85 Challenger Road
Ridgefield Park, NJ 07660
BY HAND:
Mellon Investor Services LLC
Reorganization Department
120 Broadway
13th Floor
New York, NY 10271
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INSTRUCTIONS FOR COMPLETING
THE ELECTION FORM/LETTER OF TRANSMITTAL
These instructions are for the accompanying Election Form/Letter of
Transmittal for the registered stockholders of Fairfield Communities, Inc. All
elections are subject to the merger agreement that was furnished to stockholders
as part of the proxy statement-prospectus dated February 26, 2001.
We cannot guarantee that you will receive the form of payment that you
elect. We do intend to honor effective elections to the maximum extent possible.
It is very important that you complete, sign and return the Election Form/Letter
of Transmittal before the closing date of the merger. The merger is scheduled to
close on April 2, 2001, unless the closing is extended. PLEASE USE THE ENCLOSED
YELLOW ENVELOPE, ADDRESSED TO MELLON INVESTOR SERVICES LLC TO RETURN THE
ELECTION FORM/LETTER OF TRANSMITTAL, TOGETHER WITH ALL OF YOUR FAIRFIELD COMMON
STOCK CERTIFICATES. ALL STOCK CERTIFICATES MUST BE SUBMITTED NO MATTER WHAT
ELECTION YOU MAKE. If some of your shares are held by a broker, bank or other
nominee, please wait for instructions from your broker, bank or other nominee on
what to do with those shares.
SECTION 1. ABOUT YOU AND YOUR SHARES
The Election Form/Letter of Transmittal shows the registration of your
account and the number and type of shares owned by you as reflected on the
records of Fairfield at the time of mailing these instructions.
If your Fairfield common stock certificate(s) is lost, please contact
Fairfield's transfer agent, Equiserve, immediately, at 781-575-3400 for
instructions on how to replace your Fairfield common stock certificate(s).
Mark through any incorrect address information that is printed in this area
on the Election Form/ Letter of Transmittal. Clearly print your correct address
in the space beside the printed information.
SECTION 2. ELECTION OPTIONS AND REQUIRED SIGNATURES
The terms of the merger agreement allow you to choose the form of
consideration you receive in exchange for your shares of Fairfield common stock.
For more information, please refer to the proxy statement-prospectus dated
February 26, 2001. REGARDLESS OF THE OPTION YOU CHOOSE, YOUR STOCK CERTIFICATES
OR NOTICE OF GUARANTEED DELIVERY MUST BE RETURNED WITH THE ELECTION FORM/LETTER
OF TRANSMITTAL FOR YOUR ELECTION TO BE VALID. IF YOU DO NOT HOLD SHARES IN
CERTIFICATE FORM, YOU ARE STILL REQUIRED TO COMPLETE AND RETURN THIS ELECTION
FORM/LETTER OF TRANSMITTAL.
A) PAYMENT OPTIONS
Select from the following options:
1. THE CASH ELECTION.
2. THE STOCK ELECTION.
3. A COMBINATION OF CASH ELECTION AND STOCK ELECTION.
B) REQUIRED SIGNATURES
ALL INDIVIDUALS LISTED ON THE ACCOUNT MUST SIGN THE ELECTION FORM/LETTER OF
TRANSMITTAL. Please be sure to include your daytime telephone number.
C) W-9 CERTIFICATION
Certify that the Social Security Number printed on the form is correct.
REGARDLESS OF WHETHER YOU HAVE PREVIOUSLY FURNISHED A TAXPAYER IDENTIFICATION
NUMBER (TIN), SOCIAL SECURITY NUMBER (SSN) OR
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THE CERTIFICATION ON FORM W-9 WITH RESPECT TO DIVIDEND PAYMENTS, YOU MUST AGAIN
FURNISH THIS NUMBER ON THE W-9 CERTIFICATION.
If you are a trustee, executor, administrator or someone who is acting on
behalf of a stockholder and your name is not printed on the Election Form/Letter
of Transmittal, you must include your full title and send us proper evidence of
your authority to exchange the shares of Fairfield common stock.
Any disputes regarding your election or the elections made by other
Fairfield stockholders will be resolved by the Exchange Agent (in consultation
with Fairfield and Cendant) and its decision will be final for all parties
concerned. The Exchange Agent has the absolute right to reject any and all
Election Forms/Letters of Transmittal which it determines are not in proper form
or to waive minor defects in any form. Surrenders of certificates will not be
effective until all defects or irregularities that have not been waived by the
Exchange Agent have been corrected. Please return your Election Form/Letter of
Transmittal promptly to allow sufficient time to correct any possible
deficiencies before the election deadline.
UNLESS THERE ARE SPECIAL TRANSFER OF PAYMENT INSTRUCTIONS OR SPECIAL
DELIVERY INSTRUCTIONS, OR YOU ARE REPORTING LOST, STOLEN OR DESTROYED
CERTIFICATES, YOU NEED NOT CONTINUE TO THE NEXT SECTION. HOWEVER, BEFORE YOU
MAIL YOUR ELECTION FORM/LETTER OF TRANSMITTAL, MAKE SURE YOU DO THE FOLLOWING:
a) Verify the election you have chosen;
b) Sign, date and include your daytime phone number;
c) Verify the SSN or TIN printed on the form and sign the W-9 certification;
and
d) Include your Fairfield stock certificates, if applicable, along with the
Election Form/Letter of Transmittal in the enclosed envelope.
SECTION 3. SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS
If you want your shares of CD common stock registered in or your check made
payable to a name or names different from the name(s) printed on the Election
Form/Letter of Transmittal, please follow the instructions below.
First, print the name(s) and address(es) of the person(s) to receive the
shares of CD common stock in the space provided under Special Transfer or
Payment Instructions. Then, refer to the procedures printed below for the
requirements needed to make some of the most frequently requested types of
registration changes. These documents must accompany your Fairfield
certificate(s), if applicable, and your Election Form/Letter of Transmittal.
NAME CHANGE DUE TO MARRIAGE OR TRANSFER OF OWNERSHIP TO ANOTHER INDIVIDUAL:
1. Obtain a signature guarantee for the stockholder whose name is printed on
the Election Form/ Letter of Transmittal. If it is a joint account, both
owners must sign and have their signatures guaranteed. Each signature must
be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. THE
SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
2. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the
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Substitute Form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING
SUBSTITUTE FORM W-9 for more detailed information.
STOCKHOLDER WHOSE NAME IS PRINTED ON THE ELECTION FORM/LETTER OF TRANSMITTAL
IS DECEASED. YOU ARE THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE:
1. Provide a certified (under raised seal) copy of the Court Qualification
appointing the legal representative (dated within 60 days).
2. Obtain a signature guarantee for the legal representative. The signature
must be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. THE
SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
3. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. If the
account is being registered in the name of the estate and not to an
individual, a TIN is required. Please refer to the INSTRUCTIONS FOR
COMPLETING SUBSTITUTE FORM W-9 for more detailed information.
THE ACCOUNT IS A JOINT ACCOUNT AND ONE OF THE ACCOUNT HOLDERS IS DECEASED.
TRANSFERRING SHARES TO THE SURVIVOR ONLY:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor's signature (signature guarantee is not necessary in this case).
3. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute
Form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING SUBSTITUTE
FORM W-9 for more detailed information.
THE ACCOUNT IS A JOINT ACCOUNT AND ONE OF THE ACCOUNT HOLDERS IS DECEASED.
TRANSFERRING SHARES TO THE SURVIVOR AND ADDING A NAME:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor must obtain a signature guarantee. The signature must be guaranteed
by an officer of a commercial bank, trust company, credit union or
savings & loan who is a member of the Securities Transfer Agents Medallion
Program (STAMP), or by a stockbroker who is a member of STAMP. THE SIGNATURE
OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
3. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute
Form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING SUBSTITUTE
FORM W-9 for more detailed information.
THE ACCOUNT IS A CUSTODIAL ACCOUNT AND THE FORMER MINOR HAS REACHED THE
LEGAL AGE OF MAJORITY:
1. The former minor must obtain a signature guarantee. The signature must be
guaranteed by an officer of a commercial bank, trust company, credit union
or savings & loan who is a member of the Security Transfer Agents Medallion
Program (STAMP), or by a stockbroker who is a member of STAMP. THE SIGNATURE
OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
2. Provide a certified (under raised seal) copy of the birth certificate for
the former minor.
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3. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute
Form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING SUBSTITUTE
FORM W-9 for more detailed information.
IF THE REQUEST IS BEING MADE BY THE MINOR WHO HAS NOW REACHED THE AGE OF
MAJORITY:
1. The former minor must obtain a signature guarantee. This signature must be
guaranteed by an officer of a commercial bank, trust company, credit union
or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. THE
SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
2. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute
form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING SUBSTITUTE
FORM W-9 for more detailed information.
YOU WANT TO HAVE THE ACCOUNT REGISTERED IN THE NAME OF A TRUST:
1. Obtain a signature guarantee for the stockholder whose name is printed on
the Election Form/ Letter of Transmittal. If it is a joint account, both
owners must sign and have their signatures guaranteed. Each signature must
be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. THE
SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
2. Provide a copy of the first and last pages of the trust agreement.
3. Complete the Substitute Form W-9 on the Election Form/Letter of Transmittal
by listing the Taxpayer Identification Number (TIN) or Social Security
Number (SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute
Form W-9. Please refer to the INSTRUCTIONS FOR COMPLETING SUBSTITUTE
FORM W-9 for more detailed information.
If your circumstances differ from those listed above, or if you have any
other questions, please contact Mellon Investor Services at 866-892-5622 (toll
free).
SECTION 4. SPECIAL DELIVERY INSTRUCTIONS
Complete this area only if you want the stock certificates of CD common
stock and/or check resulting from your election to be delivered to an address
other than the one printed in Section 1 on the Election Form/Letter of
Transmittal.
Note: Your address of record will not be affected by completing this
section.
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