EXHIBIT 99.1
FORM OF
LETTER OF TRANSMITTAL
FOR
10 1/4% SENIOR NOTES DUE 2012
OF
UCAR FINANCE INC.
UNCONDITIONALLY GUARANTEED BY GRAFTECH INTERNATIONAL LTD.
AND CERTAIN SUBSIDIARIES OF GRAFTECH INTERNATIONAL LTD.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ,2002 (THE "EXPIRATION DATE") UNLESS EXTENDED BY
UCAR FINANCE INC.
EXCHANGE AGENT:
STATE STREET BANK AND TRUST COMPANY
BY MAIL: BY HAND OR OVERNIGHT COURIER:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department-LCC6 2 Avenue de Lafayette-LCC6
P.O. Box 778 Boston, Massachusetts 02111
Boston, Massachusetts 02111-0778
BY FACSIMILE:
State Street Bank and Trust Company
(617) 662-1458
Attn: Mr. John Brennan
CONFIRM BY TELEPHONE:
(617) 662-1768
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2002 (the "Prospectus") of UCAR Finance Inc. ("UCAR"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe UCAR's offer
(the "Exchange Offer") to exchange $1,000 in principal amount of its new 10 1/4%
Senior Notes due 2012 (the "Exchange Notes") for each $l,000 in principal amount
of outstanding 10 1/4% Senior Notes due 2012 (the "Notes"). The terms of the
Exchange Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Notes for which they may
be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are
freely transferable by holders thereof (except as provided herein or in the
Prospectus) and are not subject to any covenant regarding registration under the
Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF NOTES TENDERED HEREWITH
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AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL
NAMES(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE REPRESENTED BY AMOUNT
HOLDER(S) (PLEASE FILL IN) NUMBER(S)* NOTES* TENDERED**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Notes. See instruction
2.
This Letter of Transmittal is to be used either if certificates of
Notes are to be forwarded herewith or if delivery of Notes is to be made by
book-entry transfer to an account maintained by the Exchange Agent at The
Depository Trust Company, pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering" in the Prospectus. Delivery of documents to the
book-entry transfer facility does not constitute delivery to the Exchange Agent
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date must tender their Notes according to the guaranteed
delivery procedure set forth in the Prospectus under the caption "The Exchange
Offer-- Guaranteed Delivery Procedures."
|_| CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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|_| The Depository Trust Company
Account Number
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Transaction Code Number
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|_| CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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Account Number
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|_| CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
SIGNING THE LETTER OF TRANSMITTAL:
Name
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(Please Print)
Address
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(Including zip Code)
|_| CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM
THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address
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(Including zip Code)
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name
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Address
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If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes that were acquired as result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to UCAR the above-described principal amount of the
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Notes tendered herewith, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, UCAR all right, title and
interest in and to such Notes. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent the true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that said Exchange Agent acts as the
agent of UCAR, in connection with the Exchange Offer) to cause the Notes to be
assigned, transferred and exchanged The undersigned represents and warrants that
it has full power and authority to tender, exchange, assign and transfer the
Notes and to acquire Exchange Notes issuable upon the exchange of such tendered
Notes, and that, when the same are accepted for exchange, UCAR will acquire good
and unencumbered title to the tendered Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim. The
undersigned also warrants that it will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or UCAR to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Notes or
transfer ownership of such Notes on the account books maintained by the
book-entry transfer facility. The undersigned further agrees that acceptance of
any and all validly tendered Notes by UCAR and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by UCAR of its
obligations under the Registration Rights Agreement (as defined in the
Prospectus) and that UCAR shall have no further obligations or liabilities
thereunder except as provided in the first paragraph of Section 2 of said
agreement.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by UCAR), as more particularly set forth in
the Prospectus, UCAR may not be required to exchange any of the Notes tendered
hereby and, in such event, the Notes not exchanged will be returned to the
undersigned at the address shown above.
By tendering, each holder of Notes represents that Exchange Notes
acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of such Exchange Notes, that such holder is not
an "affiliate" of UCAR within the meaning of Rule 405 under the Securities Act
and that such holder is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes. Any holder of Notes using the Exchange Offer
to participate in a distribution of the Exchange Notes (i) cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") enunciated in its interpretive letter with respect to Exxon
Capital Holdings Corporation (April 13, 1988) or similar letters and (ii) must
comply with the registration and prospectus requirements of the Securities Act
in connection with a secondary resale transaction.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes that were acquired as a result
of market-making activities or other trading as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Notes may be withdrawn at
any time prior to the Expiration Date in accordance with the terms of the Letter
of Transmittal.
Certificates for all Exchange Notes delivered in exchange for tendered
Notes and any Notes delivered herewith but not exchanged, and registered in the
name of the undersigned, shall be delivered to the undersigned at the address
shown below the signature of the undersigned.
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
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Signature(s) of Holder(s)
Dated Area Code and Telephone Number:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) of Notes. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of such
person and enclose proper evidence of authority act.) See Instruction 3.
Name(s)
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(Please Print)
Capacity (full title)
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Address
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(Including Zip Code)
Area Code and Telephone No.
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Taxpayer Identification No.
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTION 3)
Authorized Signature
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Name
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Title
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Address
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Name of Firm
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Area Code and Telephone No.
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Dated
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
Certificates for all physically delivered Notes or confirmation of any
book-entry transfer to the Exchange Agent's or its agent's account at a
book-entry transfer facility of Notes tendered by book-entry transfer, as well
as a properly completed and duly executed copy of this Letter of Transmittal or
facsimile thereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses set
forth herein on or prior to the Expiration Date (as defined in the Prospectus).
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE NOTES AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT
AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS
SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY
DELIVERY.
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other required documents to the Exchange Agent on or prior
to the Expiration Date or comply with book-entry transfer procedures on a timely
basis must tender their Notes pursuant to the guaranteed delivery procedure set
forth in that Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to such procedure: (i) such tender must be made through an
Eligible Institution; (ii) on or prior to the Expiration Date, the Exchange
Agent must have received from such Eligible Institution a properly completed and
duly executed Letter of Transmittal and Notice of Guaranteed Delivery,
substantially in the form provided by us (by facsimile transmission, mail or
hand delivery), setting forth the name and address of the holder of Notes and
the amount of Notes tendered, stating that the tender is being made thereby and
guaranteeing that within five business days after the Expiration Date, a
Book-Entry Confirmation or the certificates relating to the Notes, and all other
documents required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) a Book-Entry
Confirmation or the certificates for all tendered Notes, and all other documents
required by the Letter of Transmittal, are received by the Exchange Agent within
five business days after the Expiration Date, all as provided in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures." Upon
request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to
holders who wish to tender their Notes according to these guaranteed delivery
procedures. No alternative, conditional, irregular or contingent tenders will be
accepted All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Notes evidenced by a
submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Notes submitted but not
tendered will be sent to such holder as soon as practicable after the Expiration
Date. All Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise clearly indicated.
Tenders of Notes pursuant to the Exchange Offer are irrevocable, except
that Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date. To be effective, a written. telegraphic, telex or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 P.M., New York City time, on the Expiration Date unless extended
by UCAR. Any such notice of withdrawal must specify the person named in the
Letter of Transmittal as having tendered Notes to be withdrawn, the certificate
numbers of the Notes to be withdrawn, the principal amount of Notes delivered
for exchange, a statement that such holder is withdrawing his or her election to
have such Notes exchanged, and the name of the registered holder of such Notes,
and must be signed by the holder in the same manner as the original signature on
the Letter of Transmittal (including any required signature guarantees) or be
accompanied by evidence satisfactory to UCAR that the person withdrawing the
tender has succeeded to the beneficial ownership of the Notes being withdrawn.
The Exchange Agent will return the properly withdrawn Notes promptly following
receipt of notice of withdrawal. If Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and
number of the account at the book-entry transfer facility to be credited with
the withdrawn Notes or otherwise comply with the book-entry transfer facility's
procedures. All questions as to the validity of notices of withdrawals,
including time of receipt, will be determined by UCAR, and such determination
will be final and binding on all parties.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of
the Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Notes) of Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Notes listed, such Notes must be endorsed or
accompanied by separate written instruments of transfer or exchange in form
satisfactory to UCAR and duly executed by the registered holder, in either case
signed exactly as the name or names of the registered holder or holders
appear(s) on the Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by UCAR, proper evidence satisfactory
to UCAR of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Notes are tendered: (i) by a registered
holder of such Notes, for the holder of such Notes; or (ii) for the account of
an Eligible Institution.
4. TRANSFER TAXES.
UCAR shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Notes to it or its order pursuant to the Exchange Offer. If a
transfer tax is imposed for any reason other than the transfer and exchange of
Notes to UCAR or its order pursuant to the Exchange Offer, the amount of any
such transfer taxes (whether imposed on the registered holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exception therefrom is not submitted herewith the
amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Notes listed in this Letter of
Transmittal.
5. WAIVER OF CONDITION
UCAR reserves the right to waive in its reasonable judgment, in whole
or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED NOTES
Any holder whose Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the addresses and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to UCAR at Brandywine West, 1521 Concord Pike,
Suite 301, Wilmington, DE 19803, Attention: Elise Garofalo (telephone: (302)
778-8210).
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with certificates of Notes or confirmation of book-entry transfer and all other
required documents) or a Notice of Guaranteed Delivery must be received by the
Exchange Agent on or prior to the Expiration Date.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER, Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
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GIVE THE GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF FOR THIS TYPE OF ACCOUNT OF NUMBER OF
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1. An individual's account The individual 9. Sole proprietorship The owner(4)
account
2. Two or more The actual owner of the
individuals account or, if combined 10. A valid trust, estate or Legal entity (Do not
(joint account) funds, the first individual pension trust furnish the identifying
on the account(1) number of the personal
representative or trustee
3. Husband and wife The actual owner of the unless the legal entity
(joint account) account or, if joint funds, itself is not designated
either person(1) in the account title)(5)
4. Custodian account of a The minor(2)
minor (Uniform Gift to 11. Corporate The corporation
Minors Act)
12. Religious, charitable, The organization
5. Adult and minor (joint The adult, or if the minor is or educational
account) the only contributor, the organization account
minor(2)
13. Partnership account The partnership
6. Account in the name of The ward, minor or 14. Association, club or The organization
guardian or committee incompetent person(3) other tax-exempt
for a designated ward, organization
minor or incompetent
person 15. A broker or registered The broker or nominee
nominee
7. a. The usual revocable The actual owner(1) 16. Account with the The public entity
savings trust account Department of
(grantor is also Agriculture in the
trustee) name of a public
entity (such as a State
b. So-called trust or local government,
account that is not a school district or
legal or valid trust prison) that receives
under state law. agricultural program
payments
8. Sole proprietorship The owner(4)
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(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You may also enter your business "DBA" name.
You may use either your social security number or your employer
identification number (if you have one).
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER NOTE: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
If you don't have a taxpayer identification number or you payer's trade or business and you have not provided your
don't know your number, obtain Form SS-5, Application correct taxpayer identification number to the payer.
for a Social Security Number Card, or Form SS-4,
Application for Employer Identification Number, at the o Payments of tax-exempt interest (including exempt
local office of the Social Security Administration or the interest dividends under Section 852).
Internal Revenue Service and apply for a number.
o Payments described in section 6049(b)(5)
PAYEES EXEMPT FROM BACKUP WITHHOLDING to nonresident aliens.
Payees that may be exempted from backup withholding o Payments on tax-free convenient bonds under section
on ALL payments include the following: 1451.
o A corporation. o Payments made by certain foreign organizations.
o A financial institution. EXEMPT PAYEES DESCRIBED ABOVE SHOULD
FILE SUBSTITUTE FORM W-9 TO AVOID
o An organization exempt from tax under section POSSIBLE ERRONEOUS BACKUP
501(a), or an individual retirement plan. WITHHOLDING. FILE THE FORM WITH THE
PAYER, FURNISH YOUR TAXPAYER
o The United States or any agency or instrumentality IDENTIFICATION NUMBER, WRITE "EXEMPT"
thereof. ON THE FACE OF THE FORM, AND RETURN IT
TO THE PAYER. IF THE PAYMENTS ARE
o A State, the District of Columbia, a possession of the INTEREST, DIVIDENDS, OR PATRONAGE
United States, or any subdivision or instrumentality DIVIDENDS, ALSO SIGN AND DATE THE FORM.
thereof.
PRIVACY ACT NOTICE. Section 6109 requires most recipients
o A foreign government, a political subdivision of a of dividends, interest or other payments to give taxpayer
foreign government, or any agency or instrumentality identification numbers to payers who must report the
thereof. payments to IRS. IRS uses the numbers for identification
purposes. The IRS may also provide this information to the
o An international organization or any agency, or Department of Justice for civil and criminal litigation, and
instrumentality thereof. to cities, states and The District of Columbia to carry out
their tax laws. Payers must be given the numbers whether
o A registered dealer in securities or commodities or not recipients are required to file returns. Beginning
registered in the U.S. or a possession of the U.S. January 1, 2002, payers must generally withhold on taxable
interest, dividend, and certain other payments to a payee
o A real estate investment trust. who does not furnish a taxpayer identification number to a
payer at a maximum rate of 30%. Certain penalties may
o A common trust fund operated by a bank under also apply.
section 584(a).
PENALTIES
o An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1). (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER
IDENTIFICATION NUMBER--If you fail to furnish your
o An entity registered at all times under the Investment taxpayer identification number to a payer, you are subject
Company Act of 1940. to a penalty of $50 for each such failure unless your failure
is due to reasonable cause and not willful neglect.
o A foreign central bank of issue.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
Certain payments other than interest, dividends, and WITHHOLDING. If you make a false statement with no
patronage dividends that are not subject to information reasonable basis which results in no imposition of backup
reporting are also not subject to backup withholding. For withholding, you are subject to a penalty of $500.
details, see the regulations under sections 6041, 6041A,
6045, and 6050A. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.
Falsifying certifications or affirmations may subject you to
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING criminal penalties including fines and/or imprisonment.
Payments of interest not generally subject to backup FOR ADDITIONAL INFORMATION CONTACT
withholding include the following: YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
o Payments of interest on obligations issued by individuals.