LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK, $0.01 PAR VALUE
OF
JARDINE FLEMING CHINA REGION FUND, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 11, 2001
THE OFFER WILL EXPIRE AT MIDNIGHT NEW YORK TIME ON JULY 9, 2001,
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY:
EQUISERVE TRUST COMPANY, N.A.
FOR ACCOUNT INFORMATION, CALL:
(800) 426-5523
BY REGISTERED, CERTIFIED OR EXPRESS MAIL
BY FIRST CLASS MAIL: OR OVERNIGHT COURIER: BY HAND:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 43025 40 Campanelli Drive c/o EquiServe Trust Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 100 William Street Galleria
New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S):
(PLEASE FILL IN, IF BLANK, EXACTLY THE NAME(S) IN WHICH SHARES TENDERED*
SHARES ARE REGISTERED.) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY) (ATTACH ADDITIONAL SCHEDULE, IF NECESSARY)
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TOTAL NUMBER OF NUMBER
CERTIFICATE SHARES REPRESENTED OF SHARES
NUMBER(S)** BY CERTIFICATE(S)** TENDERED
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TOTAL SHARES
TENDERED:
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<FN>
* If the Shares tendered hereby are in certificated form, the certificates
representing such Shares MUST be returned together with this Letter of
Transmittal.
** Need not be completed for Book-Entry Shares.
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</FN>
[] I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF JARDINE FLEMING CHINA
REGION FUND, INC. AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH
CERTIFICATE(S). SEE INSTRUCTION 3.
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S)
OF THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND
REINVESTMENT PLAN, IF ANY. CHECK THIS BOX [] IF THERE ARE ANY SUCH SHARES.
[] THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER
SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER
OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
This Letter of Transmittal is to be used (a) by you if you desire to effect
the tender transaction yourself, (b) by you if you intend to request your
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for you and the Shares are not registered in the name of such
broker, dealer, commercial bank, trust company or other nominee, and (c) by a
broker, dealer, commercial bank, trust company or other nominee effecting the
transaction as a registered owner or on behalf of a registered owner. To accept
the Offer in accordance with its terms, a Letter of Transmittal properly
completed and bearing original signature(s) and the original of any required
signature guarantee(s), any certificates representing Shares tendered, any other
documents required by this Letter of Transmittal must be mailed or delivered to
the Depositary at an appropriate address set forth above and must be received by
the Depositary prior to midnight New York Time on July 9, 2001, or such later
time and date to which the Offer is extended, unless you have satisfied the
conditions for guaranteed delivery described in Section 4(d) of the Offer to
Purchase. Delivery of documents to a book-entry transfer facility does not
constitute delivery to the Depositary.
The boxes below are to be checked by Eligible Institutions (as defined in
Section 4(b) of the Offer to Purchase) only.
[] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_____________________________________________
DTC Participant Number:____________________________________________________
[] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):___________________________________________
Window Ticket Number (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Eligible Institution Which Guaranteed Delivery:____________________
DTC Participant Number (if delivered by book-entry transfer):______________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW:
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to Jardine Fleming China Region Fund, Inc., a non-diversified,
closed-end management investment company incorporated in Maryland (the "Fund"),
the above-described shares of common stock, par value $0.01 per share (the
"Shares"), of the Fund, for purchase by the Fund at a price (the "Purchase
Price") equal to 95% of the net asset value ("NAV") per Share determined as of
the close of the regular trading session of the New York Stock Exchange on the
Expiration Date in cash, under the terms and subject to the conditions set forth
in the Offer to Purchase dated June 11, 2001, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which Offer to Purchase and
Letter of Transmittal together with any amendments or supplements thereto
collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund all right, title
and interest in and to all of the Shares that are being tendered hereby that are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
EquiServe Trust Company, N.A. (the "Depositary") as attorney-in-fact of the
Signor with respect to such Shares, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) present certificate(s) for such Shares, if any, for cancellation and
transfer on the Fund's books and (b) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares, subject to the next
paragraph, all in accordance with the terms and subject to the conditions set
forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor, if a broker,
dealer, commercial bank, trust company or other nominee, has obtained the
tendering shareholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to brokers,
dealers, commercial banks, trust companies and other nominees; (b) when and to
the extent the Fund accepts the Shares for purchase, the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim; (c) on request, the Signor will execute and
deliver any additional documents that the Depositary or the Fund deems necessary
or desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; and (d) the Signor has read and agrees to all of the terms and
conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificated form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances as set forth in the
Offer to Purchase, the Fund may amend, extend or terminate the Offer or may not
be required to purchase any of the Shares tendered hereby. In any such event,
the Signor understands that certificate(s) for the Shares not purchased, if any,
will be returned to the Signor at its registered address unless otherwise
indicated under the Special Delivery Instructions below. The Signor recognizes
that the Fund has no obligation, pursuant to the Special Payment Instructions
set forth below, to transfer any Shares from the name of the registered owner
thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
If any of Signor's tendered Shares are purchased by the Fund, a check for
the purchase price of the tendered Shares purchased will be issued to the order
of the Signor and mailed to the address indicated, unless otherwise indicated
below in the box titled Special Payment Instructions or the box titled Special
Delivery Instructions. Under no circumstances will the Fund pay interest on the
purchase price.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
certificates not accepted for payment in the name(s) of the registered holder(s)
appearing above under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price for any Shares purchased and/or return any Share
certificates not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the purchase price and/or return any Share certificates not
accepted for payment in the name of, and deliver such check and/or return any
such Share certificates to, the person(s) so indicated. The undersigned
recognizes that the Fund has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Fund does not accept for payment any of the Shares tendered
hereby.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 8)
To be completed ONLY if any certificate for Shares not purchased, and/or a
check for the purchase price of Shares accepted for payment, is to be issued in
the name of someone other than the undersigned.
Issue [] Check
[] Certificate(s) to:
Name(s) _______________________________________
(PLEASE PRINT)
Address(es) ___________________________________
_______________________________________________
(CITY, STATE, ZIP/POSTAL CODE)
_______________________________________________
(COUNTRY, IF NOT THE UNITED STATES)
_______________________________________________
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER(S))
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 8)
To be completed ONLY if any certificate for Shares not purchased, and/or a
check for the purchase price of Shares accepted for payment and issued in the
name of the registered owner(s), is to be sent to someone other than the
registered owner(s) or to the registered owner(s) at an address other than that
shown above.
Mail [] Check
[] Certificate(s) to:
Name(s) _______________________________________
(PLEASE PRINT)
Address(es) ___________________________________
_______________________________________________
(CITY, STATE, ZIP/POSTAL CODE)
_______________________________________________
(COUNTRY, IF NOT THE UNITED STATES)
SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 6) (Please See Substitute Form W-9)
(Please Print Except for Signature)
(Signature(s) Exactly as Shares Are Registered)
________________________________________________________________________________
________________________________________________________________________________
(Signatures of Shareholder(s))
Dated:_______________________________, 2001
Must be signed by registered owner(s) exactly as Shares are registered. If
signature is by an attorney-in-fact, executor, administrator, trustee, guardian,
officer of a corporation or another acting in a fiduciary or representative
capacity, please set forth the full title. See Instruction 6. Signature
guarantees are required in certain circumstances. See Instruction 1. By signing
this Letter of Transmittal, you represent that you have read the entire Letter
of Transmittal.
Name(s) ________________________________________________________________________
________________________________________________________________________________
(Please Print Name(s) of Owner(s) Exactly as Shares Are Registered)
(Tax Identification or Social Security Number(s)): _____________________________
Daytime Telephone Number, including Area Code: _________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6) (Please Print Except for Signature)
Authorized Signature
Name ___________________________________________________________________________
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(Include Zip/Postal Code)
Telephone Number, including Area Code __________________________________________
Dated:__________________________________, 2001
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) of Shares tendered hereby (including, for purposes of this
document, any participant in the book-entry transfer facility of The Depository
Trust Company ("DTC") whose name appears on DTC's security position listing as
the owner of Shares), unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" included in this Letter of Transmittal, or (b) the Shares are
tendered for the account of a firm (an "Eligible Institution") which is a
broker, dealer, commercial bank, credit union, savings association or other
entity which is a member in good standing of a stock transfer association's
approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used (a) if Shares are to be forwarded herewith, (b) if
uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's
Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made
by book-entry transfer to the account maintained by the Depositary pursuant to
the procedure set forth in Section 4 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE
TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
Delivery of any documents will be deemed made only when actually received
by the Depositary. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. Shareholders have the
responsibility to cause their Shares (in proper certificated or uncertificated
form), this Letter of Transmittal (or a copy or facsimile hereof) properly
completed and bearing original signature(s) and the original of any required
signature guarantee(s), and any other documents required by this Letter of
Transmittal to be timely delivered in accordance with the Offer.
The Fund will not accept any alternative, conditional or contingent
tenders. All tendering shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal (or a
copy or facsimile hereof), waive any right to receive any notice of the
acceptance of their tender.
3. LOST CERTIFICATES. In the event that any Fund shareholder is unable to
deliver to the Depositary the Fund Certificate(s) representing his, her or its
shares of Fund Stock due to the loss or destruction of such Fund Certificate(s),
this fact should be indicated on the face of this Letter of Transmittal. In such
case, the shareholder should also contact the Depositary to report the lost
securities. The Depositary will forward additional documentation which such
shareholder must complete in order effectively to surrender such lost or
destroyed Fund Certificate(s) (including affidavits of loss and indemnity bonds
in lieu of Fund Certificate(s)). There may be a fee in respect of lost or
destroyed Fund Certificates, but surrenders hereunder regarding such lost
certificates will be processed only after such documentation has been submitted
to and approved by the Depositary.
4. INADEQUATE SPACE. If the space provided in any of the boxes to be
completed is inadequate, any additional necessary information should be listed
on a separate schedule signed by all of the required signatories and attached to
the document to which it supplements.
5. PRORATION. If more than 1,172,856 Shares are duly tendered prior to the
expiration of the Offer (and not timely withdrawn), the Fund will purchase
Shares from tendering shareholders, in accordance with the terms and subject to
the conditions specified in the Offer to Purchase, on a pro rata basis
(disregarding fractions) in accordance with the number of Shares duly tendered
by each shareholder during the period the Offer is open (and
not timely withdrawn), unless the Fund determines not to purchase any Shares.
Certificates representing Shares tendered but not purchased will be returned
promptly following the termination, expiration or withdrawal of the Offer,
without further expense to the tendering shareholder.
6. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) for the Shares tendered without
alteration, enlargement or any change whatsoever.
(b) If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
(c) If any of the tendered Shares are registered in different names
(including Shares attributed to the tendering shareholder for Federal income tax
purposes under Section 318 of the Code) on several certificates, it is necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations.
(d) If this Letter of Transmittal or any certificate for Shares tendered or
stock powers relating to Shares tendered 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 proper evidence satisfactory to the Fund of their
authority so to act must be submitted.
(e) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares transmitted hereby, no endorsements of certificates or separate stock
powers are required unless payment is to be made to, or certificates for Shares
not purchased are to be issued in the name of, a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for the Shares involved. Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
7. TRANSFER TAXES. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer, provided, however,
that if (a) payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) unpurchased Shares are to be registered in
the name(s) of, any person(s) other than the registered owner(s), or (b) if any
tendered certificate(s) are registered, or the Shares tendered are otherwise
held, in the name(s) of any person(s) other than the registered owner, the
amount of any transfer taxes (whether imposed on the registered owner(s) or such
other person(s)) payable on account of the transfer to such person(s) will be
deducted from the Purchase Price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted herewith.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person
other than the registered owner(s) or if such certificate(s) and/or check(s) are
to be sent to someone other than the registered owner(s) or to the registered
owner(s) at a different address, the captioned boxes "Special Payment
Instructions" and/or "Special Delivery Instructions" in this Letter of
Transmittal must be completed.
9. DETERMINATIONS OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject tenders
determined not to be in appropriate form or to refuse to accept for payment,
purchase or pay for, any Shares if, in the opinion of the Fund's counsel,
accepting, purchasing or paying for such Shares would be unlawful. The Fund also
reserves the absolute right to waive any of the conditions of the Offer or any
defect in any tender, whether generally or with respect to any particular
Share(s) or shareholder(s). The Fund's interpretations of the terms and
conditions of the Offer (including these instructions) shall be final and
binding.
NEITHER THE FUND, ITS BOARD OF DIRECTORS, JF INTERNATIONAL MANAGEMENT INC.
(THE FUND'S INVESTMENT ADVISER), THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL
BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND
NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.
10. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions,
requests for assistance and requests for additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to MacKenzie Partners,
Inc. (the "Information Agent") at the mailing address provided above or by
telephoning (212) 929-5500 (collect) or (800) 322-2885 (toll-free) between the
hours of 8:00 a.m. and 8:00 p.m. New York Time, Monday through Friday and 10:00
a.m. and 4:00 p.m. New York Time, Saturday (except holidays). Shareholders who
do not own Shares directly may also obtain such information and copies from
their broker, dealer, commercial bank, trust company or other nominee.
Shareholders who do not own Shares directly are required to tender their Shares
through their broker, dealer, commercial bank, trust company or other nominee
and should NOT submit this Letter of Transmittal to the Depositary.
11. RESTRICTION ON SHORT SALES. Section 14(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 14e-4 promulgated
thereunder make it unlawful for any person, acting alone or in concert with
others, directly or indirectly, to tender Shares in a partial tender offer for
such person's own account unless at the time of tender, and at the time the
Shares are accepted for payment, the person tendering has a net long position
equal to or greater than the amount tendered in (a) Shares, and will deliver or
cause to be delivered such Shares for the purpose of tender to the Fund within
the period specified in the Offer, or (b) an equivalent security and, upon
acceptance of his or her tender, will acquire Shares by conversion, exchange, or
exercise of such equivalent security to the extent required by the terms of the
Offer, and will deliver or cause to be delivered the Shares so acquired for the
purpose of tender to the Fund prior to or on the Expiration Date. Section 14(e)
and Rule 14e-4 provide a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering shareholder's
representation that the shareholder has a "net long position" in the Shares
being tendered within the meaning of Rule 14e-4 and that the tender of such
Shares complies with Rule 14e-4.
12. BACKUP WITHHOLDING TAX. Under the U.S. federal income tax laws, the
Depositary may be required to withhold a portion of the payments made to certain
holders pursuant to the Offer. In order to avoid such backup withholding tax,
each tendering U.S. shareholder who has not already submitted a correct,
completed and signed Form W-9 or Substitute Form W-9 to the Fund should provide
the Depositary with the shareholder's correct taxpayer identification number
("TIN") by completing a Substitute Form W-9, a copy of which is included in this
Letter of Transmittal. In general, if a U.S. shareholder is an individual, the
TIN is the individual's Social Security number. If the Depositary is not
provided with the correct TIN, the U.S. shareholder may be subject to a penalty
imposed by the Internal Revenue Service. The box in Part 2 of the Substitute
Form W-9 may be checked if the tendering shareholder 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 and the Depositary is not provided with a TIN by
the time of payment, the Depositary will withhold a portion of such payments
until a TIN is provided to the Depositary. Certain U.S. shareholders (including,
among others, all U.S. corporations) are not subject to these backup withholding
and reporting requirements, but should nonetheless complete a Substitute Form
W-9 to avoid the possible erroneous imposition of a backup withholding tax.
In order for a non-U.S. shareholder to avoid the backup withholding tax,
the non-U.S. shareholder must submit a statement to the Depositary signed under
penalties of perjury attesting as to its non-U.S. status. This statement may be
made on IRS Form W-8BEN.
Backup withholding tax is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding tax will
be reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, the shareholder may claim a refund from the Internal
Revenue Service. All shareholders are urged to consult their own tax advisors as
to the specific tax consequences to them of the Offer.
The tax information set forth above is included for general information
only and may not be applicable to the situations of certain taxpayers.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A COPY OR FACSIMILE HEREOF)
PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY
REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR
UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE
OFFER.
PAYOR'S NAME: EQUISERVE TRUST COMPANY, N.A., DEPOSITARY
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SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
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Part 1--PLEASE PROVIDE YOUR TIN IN Social Security Number or
THE BOX AT THE RIGHT AND CERTIFY BY Employer Identification Number
SIGNING AND DATING BELOW.
--------------------------------
(If awaiting TIN write "Applied For")
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Certification--Under penalties of perjury, I certify that: (1) the information
provided on this form is true, correct and complete, and (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 Services (the "IRS") that I am
subject to backup withholding as a result of underreporting interest or
dividends, or (iii) the IRS has notified me that I am no longer subject to
backup withholding. (You must cross out item (2) in the immediately preceding
sentence if you have been notified by the IRS that you are currently subject to
backup withholding because you failed to report all interest and dividends on
your return.)
Name: __________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Signature: _______________________________________ Date: ___________________
- --------------------------------------------------------------------------------
PART 2--Awaiting TIN []. Please see below.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECK THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that 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 I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor and that, if I do not
provide my Taxpayer Identification Number within 60 days, such retained amounts
shall be remitted to the IRS as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the IRS until I
provide a Taxpayer Identification Number.
____________________________________________ ______________________________
Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
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THE INFORMATION AGENT FOR THE OFFER IS:
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MACKENZIE
PARTNERS INC.
156 Fifth Avenue
New York, New York 10010
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
Toll-Free (800) 322-2885