DO NOT SUBMIT THIS FORM IF YOU WANT TO RECEIVE CASH
FOR ALL OF YOUR SHARES
NON-CASH ELECTION FORM
This Form is to accompany the certificates for shares of Class A stock, par
value $.01 per share ("Falcon Class A Stock"), of Falcon Building Products, Inc.
("Falcon" or the "Company") if such certificates are submitted pursuant to an
election (a "Non-Cash Election") to retain shares of Falcon Class A Stock
("Non-Cash Election Shares") in connection with the proposed merger (the
"Merger") of FBP Acquisition Corp., Inc. with and into Falcon.
HOLDERS OF FALCON CLASS A STOCK WHO DO NOT WISH TO MAKE A NON-CASH ELECTION
(ANY SUCH HOLDER, A "NON-ELECTING HOLDER") NEED NOT SUBMIT THIS FORM. EACH SHARE
OF FALCON CLASS A STOCK OWNED BY ANY SUCH NON-ELECTING HOLDER WILL AUTOMATICALLY
BE CONVERTED INTO THE RIGHT TO RECEIVE AN AMOUNT EQUAL TO $17.75 IN CASH FROM
FALCON FOLLOWING THE MERGER.
To: The Bank of New York, Exchange Agent
BY MAIL: BY FACSIMILE: BY HAND OR OVERNIGHT
Tender & Exchange (212) 815-6213 COURIER:
Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Receive and Deliver Window
Station New York, New York 10286
New York, New York
10286-1248
FOR INFORMATION TELEPHONE:
(800) 507-9357
DELIVERY OF THIS FORM TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A
TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A
VALID DELIVERY.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX I
SHARES ELECTED
(ATTACH ADDITIONAL LIST IF NECESSARY)
Total Number of
Shares
Name and Address of Certificate Represented by Number of Shares
Registered Holder* Number Certificate(s) Elected**
Total Shares
*Only certificates registered in a single form may be deposited with this Form
of Election. If certificates are registered in different forms (e.g., John R.
Doe and J.R. Doe), it will be necessary to fill in, sign and submit as many
separate Forms of Election as there are different registrations of
certificates.
**Unless otherwise indicated, it will be assumed that all shares submitted are
to be treated as having a made a Non-Cash Election.
/ / Check here if you cannot locate certificates. Upon receipt of this Form, the
Exchange Agent will contact you directly with replacement instructions.
Ladies and Gentlemen:
In connection with the merger (the "Merger") of FBP Acquisition Corp., Inc.
with and into Falcon Building Products, Inc. ("Falcon" or the "Company"), the
undersigned hereby submits the certificate(s) for shares of Class A stock, par
value $.01 per share, of Falcon ("Falcon Class A Stock") listed below and
elects, subject as set forth below, to have all or a portion of the shares of
Falcon Class A Stock represented by such certificates as set forth below
converted into the right to retain shares of Falcon Class A Stock following the
Merger ("Non-Cash Election Shares").
It is understood that the following election is subject to (i) the terms,
conditions and limitations set forth in the Proxy Statement/Prospectus, dated
May 23, 1997 relating to the Merger (the "Proxy Statement/Prospectus"), receipt
of which is acknowledged by the undersigned, (ii) the terms of the Agreement and
Plan of Merger, dated as of March 20, 1997, as may be amended from time to time
(the "Merger Agreement"), a conformed copy of which appears as Annex I to the
Proxy Statement/Prospectus, and (iii) the accompanying Instructions.
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
such certificates of Falcon Class A Stock to the Company and to receive on
behalf of the undersigned, in exchange for the shares of Falcon Class A Stock
represented thereby, any certificate for Non-Cash Election Shares or any check
for cash issuable in the Merger pursuant to the Merger Agreement. If
certificates of Falcon Class A Stock are not delivered herewith, there is
furnished below a guarantee of delivery of such certificates representing shares
of Falcon Class A Stock from a member of a national securities exchange, a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office in the United States.
Unless otherwise indicated under Special Payment Instructions below, please
issue any certificate for Non-Cash Election Shares and/or any check issuable in
exchange for the shares of Falcon Class A Stock represented by the certificates
submitted hereby in the name of the registered holder(s) of such Falcon Class A
Stock. Similarly, unless otherwise indicated under Special Delivery
Instructions, please mail any certificate for shares of Falcon Class A Stock
and/or any check for cash issuable in exchange for the shares of Falcon Class A
Stock represented by the certificates submitted hereby to the registered
holder(s) of the Falcon Class A Stock at the address or addresses shown above.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX II BOX III
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS D(6) AND D(7)) (SEE INSTRUCTION D(8))
To be completed ONLY if the To be completed ONLY if the
certificates for Non-Cash Election certificates for Non-Cash Election
Shares are to be registered in the name Shares are to be registered in the name
of, or the checks are to be made paya- of, or the checks are to be made paya-
ble to, someone other than the ble to, the registered holder(s) of
registered holder(s) of shares of shares of Falcon Class A Stock, but are
Falcon Class A Stock. to be sent to someone other than the
registered holder(s) or to an address
other than the address of the
registered holder(s) set forth above.
Name Name
------------------------------------
- -----------------------------------
(Please Print) (Please Print)
Address Address
-----------------------------------
---------------------------------- (Please Print)
(Please Print)
-----------------------------------
- ----------------------------------
(Including Zip Code) (Including Zip Code)
- ----------------------------------
(Tax Identification or Social
Security Number)
BOX IV
SIGN HERE AND HAVE SIGNATURES GUARANTEED
(SEE INSTRUCTIONS D(1) AND D(7) CONCERNING SIGNATURE GUARANTEE)
Name(s):
---------------------------------------------------------------
(PLEASE PRINT)
Name(s):
---------------------------------------------------------------
(PLEASE PRINT)
-------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
-------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
-------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
-------------------------------------------------------------------------
GUARANTEED
Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer of a corporation, attorney-in-fact or
any other person acting in a fiduciary capacity, set forth full title in such
capacity and see Instruction D(3).
Dated: ----------------------------------------------------------- , 1997
BOX V
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES ARE NOT SURRENDERED HEREWITH)
The undersigned is a member of a national securities exchange, a member of
the National Association of Securities Dealers, Inc., or a commercial bank or
trust company in the United States; and guarantees to deliver to the Exchange
Agent the certificates for shares of Falcon Class A Stock to which this Form
relates, duly endorsed in blank or otherwise in form acceptable for transfer on
the books of Falcon, no later than 5:00 P.M. New York City time on the third
NYSE trading day after the date of execution of this guarantee of delivery.
-------------------------------------------------------------------------
(Firm--Please Print)
-------------------------------------------------------------------------
(Authorized Signature)
-------------------------------------------------------------------------
(Address)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(Area Code and Telephone Number)
-------------------------------------------------------------------------
(Contact Name)
(DO NOT WRITE IN SPACES BELOW)
SHARES
NON-CASH CONVERTED
SHARES SHARES ELECTION CERTIFICATE BLOCK INTO CHECK AMOUNT
SURRENDERED ACCEPTED SHARES NO. NO. CASH NO. OF CHECK
DELIVERY PREPARED BY -- CHECKED BY -----------------
DATE
-------------------------------------
INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. TIME IN WHICH TO ELECT. To be effective, an election pursuant to the
terms and conditions set forth herein (an "Election") on this Form or a
facsimile hereof, accompanied by the above-described certificates representing
shares of Falcon Class A Stock or a proper guarantee of delivery thereof, must
be received by the Exchange Agent, at the address set forth above, no later than
5:00 P.M., New York City time, on June 13, 1997 (the "Election Date"). Holders
of Falcon Class A Stock whose stock certificates are not immediately available
may also make an effective Election by completing this form or facsimile hereof,
having the Guarantee of Delivery box (BOX V) properly completed and duly
executed (subject to the condition that the certificates for which delivery is
thereby guaranteed are in fact delivered to the Exchange Agent, duly endorsed in
blank or otherwise in form acceptable for transfer on the books of Falcon, no
later than 5:00 P.M., New York City time, on the third NYSE trading day after
the date of execution of such guarantee of delivery). Each share of Falcon Class
A Stock with respect to which the Exchange Agent shall have not received an
effective Election prior to the Election Date, or with respect to which the
proration procedures set forth in the Proxy Statement/Prospectus pertain,
outstanding at the Effective Time of the Merger will be converted into the right
to receive an amount equal to $17.75 in cash from the Company following the
Merger. See Instruction C.
2. REVOCATION OF ELECTION. Any Election may be revoked by the person who
submitted this Form to the Exchange Agent and the certificate(s) for shares
withdrawn by written notice duly executed and received by the Exchange Agent
prior to the Election Date. Such notice must specify the person in whose name
the shares of Falcon Class A Stock to be withdrawn had been deposited, the
number of shares to be withdrawn, the name of the registered holder thereof, and
the serial numbers shown on the certificate(s) representing the shares to be
withdrawn. If an Election is revoked, and the certificate(s) for shares
withdrawn, the Falcon Class A Stock certificate(s) submitted therewith will be
promptly returned by the Exchange Agent to the person who submitted such
certificate(s).
3. TERMINATION OF RIGHT TO ELECT. If for any reason the Merger is not
consummated or is abandoned, all Forms will be void and of no effect.
Certificate(s) for Falcon Class A Stock previously received by the Exchange
Agent will be returned promptly by the Exchange Agent to the person who
submitted such stock certificate(s).
B. ELECTION AND PRORATION PROCEDURES.
A description of the election and proration procedures is set forth in the
Proxy Statement/Prospectus under "THE MERGER--Non-Cash Election" and "THE
MERGER--Non-Cash Election Procedure." A full statement of the election and
proration procedures is contained in the Merger Agreement and all Elections are
subject to compliance with such procedures. IN CONNECTION WITH MAKING ANY
ELECTION, A HOLDER OF FALCON CLASS A STOCK SHOULD READ CAREFULLY, AMONG OTHER
MATTERS, THE AFORESAID DESCRIPTION AND STATEMENT AND THE INFORMATION CONTAINED
IN THE PROXY STATEMENT/PROSPECTUS UNDER "THE MERGER--FEDERAL INCOME TAX
CONSEQUENCES." SEE ALSO "RISK FACTORS--NON-CASH ELECTION AND PRORATION INTO
CASH" AND "--FEDERAL INCOME TAX TREATMENT" IN THE PROXY STATEMENT/PROSPECTUS FOR
A DISCUSSION OF THE POSSIBILITY THAT THE RECEIPT OF CASH AS A RESULT OF
PRORATION BY A HOLDER WHO HAS MADE A NON-CASH ELECTION MAY BE TREATED AS A
DIVIDEND AS OPPOSED TO A CAPITAL GAIN.
AS A RESULT OF THE PRORATION PROCEDURES, HOLDERS OF FALCON CLASS A STOCK MAY
RECEIVE NON-CASH ELECTION SHARES OR CASH IN AMOUNTS WHICH VARY FROM THE AMOUNTS
SUCH HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE THE
NUMBER OF NON-CASH ELECTION SHARES OR THE AMOUNT OF CASH ALLOCATED TO THEM
PURSUANT TO SUCH PROCEDURES.
C. RECEIPT OF NON-CASH ELECTION SHARES OR CHECKS.
After the Effective Time of the Merger and after the Election Date, the
Exchange Agent will mail certificate(s) for Non-Cash Election Shares and/or cash
payments by check to the holders of Falcon Class A Stock with respect to each
share of Falcon Class A Stock which is included in any effective Election.
Holders of Falcon Class A Stock who declined to make an Election, or failed to
make an effective Election, with respect to any or all of their shares will
receive, for each such share, the right to receive an amount equal to $17.75 in
cash as soon as practicable after the certificate(s) representing such share or
shares have been submitted.
No fractional shares will be issued in connection with the Merger. Each
holder of shares of Falcon Class A Stock who would otherwise have been entitled
to receive a fraction of a Non-Cash Election Share (after taking into account
all shares of Falcon Class A Stock delivered by such holder) will receive, in
lieu thereof, a cash payment (without interest) equal to such fraction
multiplied by $17.75.
D. GENERAL.
1. EXECUTION AND DELIVERY. This Form or a facsimile hereof must be
properly filled in, dated and signed in BOX IV, and must be delivered (together
with stock certificates representing the shares of Falcon Class A Stock as to
which the Election is made or with a duly signed guarantee of delivery of such
certificates) to the Exchange Agent at any of the addresses set forth above.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF THE
STOCKHOLDER, BUT IF SENT BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS SUGGESTED.
2. INADEQUATE SPACE. If there is insufficient space on this Form to list
all your stock certificates being submitted to the Exchange Agent, please attach
a separate list.
3. SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on this Form should correspond exactly with
the name(s) as written on the face of the certificate(s) submitted unless the
shares of Falcon Class A Stock described on this Form have been assigned by the
registered holder(s), in which event this Form should be signed in exactly the
same form as the name of the last transferee indicated on the transfers attached
to or endorsed on the certificates.
If this Form is signed by a person or persons other than the registered
owners of the certificates listed, the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered owner(s) appear on the certificates.
If this Form or any stock certificate(s) or stock power(s) are signed by a
trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact or any other person acting in a representative or fiduciary
capacity, the person signing must give such person's full title in such capacity
and appropriate evidence of authority to act in such capacity must be forwarded
with this Form.
4. PARTIAL ELECTIONS. If an Election is being made in respect of fewer
than all the shares represented by any certificate being delivered to the
Exchange Agent, fill in the number of shares in respect of which an Election is
being made in the box entitled "Shares Elected". In such case, the remainder of
such shares not covered by an effective Election will represent the right of its
registered owner to receive $17.75 per share in cash as soon as practicable
after the certificate(s) representing such share or shares have been submitted.
An Election in respect of all shares represented by certificates submitted
hereunder will be deemed to have been made unless otherwise indicated.
5. LOST OR DESTROYED CERTIFICATES. If your stock certificate(s) has been
either lost or destroyed, please check the box on the front of this Form below
your name and address and the appropriate forms for replacement will be sent to
you. You will then be instructed as to the steps you must take in order to
receive a stock certificate(s) representing Non-Cash Election Shares and/or any
checks in accordance with the Merger Agreement.
6. NEW CERTIFICATES AND CHECKS IN SAME NAME. If any stock certificate(s)
representing Non-Cash Election Shares or any check(s) are to be registered in,
or payable to the order of, exactly the same name(s) that appears on the
certificate(s) representing shares of Falcon Class A Stock submitted with this
Form, no endorsement of certificate(s) or separate stock power(s) are required.
7. NEW CERTIFICATES OR CHECKS IN DIFFERENT NAME. If any stock
certificate(s) representing Non-Cash Election Shares or any check(s) are to be
registered in, or payable to the order of, other than exactly the name that
appears on the certificate(s) representing shares of Falcon Class A Stock
submitted herewith, such registration and/or payment shall not be made by the
Exchange Agent unless the certificates submitted are endorsed, BOX II is
completed, and the signature is guaranteed in BOX IV by a member of a national
securities exchange, a member of the National Association of Securities Dealers,
Inc. or a commercial bank (not a savings bank or a savings & loan association)
or trust company in the United States which is a member in good standing of the
Agent's Medallion Program.
8. SPECIAL DELIVERY INSTRUCTIONS. If the checks are to be payable to the
order of, or the certificates for Non-Cash Election Shares are to be registered
in, the name of the registered holder(s) of shares of Falcon Class A Stock, but
are to be sent to someone other than the registered holder(s) or to an address
other than the address of the registered holder, it will be necessary to
indicate such person or address in BOX III.
9. MISCELLANEOUS. A single check and/or a single stock certificate
representing Non-Cash Election Shares will be issued.
All questions with respect to this Form and the Elections (including,
without limitation, questions relating to the timeliness or effectiveness of
revocation of any Election and computations as to proration) will be determined
by Falcon and the Exchange Agent, which determination shall be conclusive and
binding.
10. 31% BACKUP WITHHOLDING. Under Federal income tax law, a holder who
receives a cash payment pursuant to the Merger may be required to provide the
Exchange Agent (as payer) with such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the holder is an individual, the
TIN is his or her social security number. If the Exchange Agent is not provided
with the correct TIN, payments that are made to such holder or other payee with
respect to the Merger may be subject to 31% backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the holder must submit a Form W-8, signed under penalties of perjury,
attesting to that individual's exempt status. A Form W-8 can be obtained from
the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the holder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld, provided that the
required information is given to the Internal
Revenue Service. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
submitting 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 3 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 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. However, such amounts will be refunded to such
holder if a TIN is provided to the Exchange Agent within 60 days.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
shares of Falcon Class A Stock or of the last transferee appearing on the
transfers attached to, or endorsed on, the shares of Falcon Class A Stock. If
the shares of Falcon Class A Stock are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
11. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Exchange
Agent will withhold federal income taxes equal to 30% of the gross cash payments
payable to a foreign stockholder or his agent unless the Exchange Agent
determines that such payment is exempt from withholding (or entitled to a
reduced rate of withholding). See "THE MERGER--Federal Income Tax
Consequences--Withholding for Non-U.S. Stockholders" in the Proxy
Statement/Prospectus for a more complete discussion of the 30% withholding tax
and obtaining an exemption therefrom. Foreign stockholders are urged to consult
their tax advisors regarding the application of federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and refund
procedures.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Falcon Class A Stock to be deemed invalidly delivered, but may require the
Exchange Agent to withhold 31% of the amount of any payments made pursuant to
the Merger. Backup withholding is not an additional Federal income tax. Rather,
the 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.
Additional copies of this Form may be obtained from the Exchange Agent
(whose telephone number is (800) 507-9357).
PAYER:
SUBSTITUTE
PART 1--PLEASE PROVIDE SOCIAL SECURITY NUMBER
YOUR TIN IN THE OR
BOX AT RIGHT AND CERTIFY EMPLOYER IDENTIFICATION
BY SIGNING NUMBER
AND DATING BELOW.
FORM W-9
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
DEPARTMENT OF THE (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER
TREASURY BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR
INTERNAL REVENUE SERVICE (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT
TO BACKUP WITHHOLDING AS A RESULT OF A
PAYER'S REQUEST FOR FAILURE TO REPORT ALL INTEREST OR DIVIDENDS,
TAXPAYER IDENTIFICATION OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO
NUMBER (TIN) LONGER SUBJECT TO BACKUP WITHHOLDING.
CERTIFICATION PART 3--
INSTRUCTIONS--YOU MUST
CROSS OUT ITEM (2) ABOVE AWAITING TIN / /
IF YOU HAVE BEEN NOTIFIED
BY THE IRS THAT YOU ARE
CURRENTLY SUBJECT TO
BACKUP WITHHOLDING
BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON
YOUR TAX RETURN. HOWEVER,
IF AFTER BEING NOTIFIED
BY THE IRS THAT YOU ARE
SUBJECT TO BACKUP
WITHHOLDING, YOU RECEIVED
ANOTHER NOTIFICATION FROM
THE IRS STATING THAT YOU
ARE NO LONGER SUBJECT TO
BACKUP WITHHOLDING, DO
NOT CROSS OUT ITEM (2).
SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
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 reportable payments made to me will be withheld, but that
such amounts will be refunded to me if I then provide a Taxpayer Identification
Number within sixty (60) days.
Signature Date
Questions and requests for assistance or additional copies of the Proxy
Statement/Prospectus or this Form of Election may be directed to the
Solicitation Agent at the address set forth below:
THE PROXY SOLICITOR IS:
Morrow & Co., Inc.
909 Third Avenue
New York, New York 10022
(212) 754-8000 (Call Collect)
or
Call Toll-Free (800) 662-5200