EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
for
6 5/8% Notes Due 2004
6 7/8% Notes Due 2006
7 1/4% Notes Due 2011
of
FEDEX CORPORATION
Pursuant to the
EXCHANGE OFFER
in Respect of
All of Its Outstanding
6 5/8% Notes due 2004
6 7/8% Notes due 2006
7 1/4% Notes due 2011
for
6 5/8% New Notes due 2004
6 7/8% New Notes due 2006
7 1/4% New Notes due 2011
-----------------------
Pursuant to the Prospectus Dated , 2001
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2001 UNLESS THE EXCHANGE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
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To: The Bank of New York, as Exchange Agent
By Mail or Hand/Overnight Delivery: By Facsimile:
The Bank of New York (212) 815-6339
Reorganization Unit
101 Barclay Street - 7E Confirm by Telephone:
New York, New York 10286
Attention: Santino Ginocchetti (212) 815-6331
-----------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below). As used herein, the term
"holder" means a holder of Old Notes (as defined below), including any
participant ("DTC Participant") in the book-entry transfer facility system of
The Depository Trust Company ("DTC"), whose name appears on a security position
listing as the owner of the Old Notes. As used herein, the term "certificates"
means physical certificates representing Old Notes.
To participate in the Exchange Offer (as defined below), holders must
tender by (a) book-entry transfer pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--Book-Entry Transfer" or (b) forwarding
certificates herewith. Holders who are DTC Participants tendering by book-entry
transfer may execute such tender through the Automated Tender Offer Program
("ATOP") of DTC. A holder using ATOP should transmit its acceptance to DTC on
or prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the account of The Bank of
New York (the "Exchange Agent") at DTC and then send to the Exchange Agent a
Book-Entry Confirmation (as defined below), including an agent's message (as
defined below) confirming that DTC has received an express acknowledgment from
such holder that such holder has received and agrees to be bound by this Letter
of Transmittal and that the Company (as defined below) may enforce this Letter
of Transmittal against such holder. The Book-Entry Confirmation must be
received by the Exchange Agent in order for the tender relating thereto to be
effective. Book-entry transfer to DTC in accordance with DTC's procedures does
not constitute delivery of the Book-Entry Confirmation to the Exchange Agent.
If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
the Expiration Date in order for such tender to be effective.
Holders of Old Notes whose certificates for such Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
who cannot complete the procedures for book-entry transfer on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.
The Company reserves the right, at any time or from time to time, to
extend the Exchange Offer at its sole discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. The Company shall notify the holders of the Old Notes of any
extension by means of a press release or other public announcement prior to
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
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List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers, principal
amounts and number of beneficial holders on a separately executed schedule and
affix the schedule to this Letter of Transmittal. See Instruction 3.
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DESCRIPTION OF OLD NOTES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Principal Amount of Number of
(Please Fill In, If Blank) Description Old Notes Tendered Beneficial Holders
of Old Notes Certificate (If Less Than All Are for which Old Notes
Tendered Number(s)* Tendered)** are Held
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$
$
$
$
$
$
$
$
$
$
$
$
$
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED $
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* Need not be completed by holders tendering by book-entry transfer.
** Old Notes may be tendered in whole or in part in denominations of $1,000
and integral multiples thereof, provided that if fewer than all of the Old
Notes of a holder are tendered for exchange, the untendered principal
amount of the holder's remaining Old Notes must be $1,000 or any integral
multiple of $1,000 in excess thereof. All Old Notes held shall be deemed
tendered unless a lesser number is specified in this column. See
Instruction 4.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (defined in Instruction 1)
ONLY)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:_____________________________________________
DTC Account Number:________________________________________________________
Transaction Code Number:___________________________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) of Old Notes:______________________________
Window Ticket Number (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Institution which Guaranteed Delivery:_____________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:_____________________________________________
DTC Account Number:________________________________________________________
Transaction Code Number:___________________________________________________
[ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED OR UNTENDERED OLD NOTES ARE TO BE RETURNED BY CREDITING THE
DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE ADDITIONAL COPIES OF
THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR
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SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW NOTES
RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH OLD NOTES.
Name:______________________________________________________________________
Address:___________________________________________________________________
Area Code and Telephone Number:____________Contact Person:_________________
Principal Amount of Old Notes so Held: $___________________________________
4
Ladies and Gentlemen:
The undersigned hereby tenders to FedEx Corporation, a Delaware
corporation (the "Company"), the aggregate principal amount of Old Notes of
each series indicated in this Letter of Transmittal, upon the terms and subject
to the conditions set forth in the Company's Prospectus dated , 2001 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal,
which together constitute the Company's offer (the "Exchange Offer") to
exchange $250 million principal amount of its 6 5/8% notes due 2004, $250
million principal amount of its 6 7/8% notes due 2006 and $250 million
principal amount of its 7 1/4% notes due 2011, which have been registered under
the Securities Act of 1933, as amended (the "New Notes"), for $250 million
principal amount of its issued and outstanding 6 5/8% notes due 2004, $250
million principal amount of its issued and outstanding 6 7/8% notes due 2006
and $250 million principal amount of its issued and outstanding 7 1/4% notes
due 2011 (the "Old Notes" and, together with the New Notes, the "Notes").
Subject to, and effective upon, the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Old Notes as are being
tendered hereby and hereby irrevocably constitutes and appoints the Exchange
Agent as attorney-in-fact of the undersigned with respect to such Old Notes
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer), with full power of substitution
(such power of attorney being an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver certificates for Old Notes to the Company together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of
the New Notes to be issued in exchange for such Old Notes, (ii) present
certificates for such Old Notes for transfer, and to transfer the Old Notes on
the books of the Company, and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and to acquire New Notes issuable upon exchange of such
tendered Old Notes, and that, when the Old Notes are accepted for exchange, the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sale agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim when the same are accepted by
the Company. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be
necessary or desirable to complete the exchange, assignment and transfer of the
Old Notes tendered hereby, and the undersigned will comply with any obligations
it may have under the registration rights agreement (as set forth in the
Prospectus). The undersigned further agrees that acceptance of any tendered Old
Notes by the Company and the issuance of New Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
registration rights agreement and that the Company shall have no further
obligations or liabilities thereunder (except in certain limited
circumstances).
The undersigned hereby further represents that any New Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the holder of such Old Notes nor any
such other person is participating, or intends to participate, or has an
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act of 1933 (as amended, the "Securities
Act")) of such New Notes and that neither the holder of such Old Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued in exchange for the Old Notes pursuant to
the Exchange Offer may be offered for resale, resold and otherwise transferred
by holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the provisions of the Securities
Act), provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate in the distribution of such New Notes. However, the
5
Company does not intend to request the SEC to consider, and the SEC has not
considered, the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in other circumstances. If
any holder is an affiliate of the Company, or is engaged in or intends to
engage in or has any arrangement or understanding with respect to the
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
such holder (i) could not rely on the applicable interpretations of the staff
of the SEC and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
If the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes acquired as a result of market-making or
other trading activities (a "Participating Broker-Dealer"), it represents that
the Old Notes to be exchanged for the New Notes were acquired by it as a result
of market-making or other trading activities and acknowledges that it will
deliver a Prospectus in connection with any resale of such New Notes; however,
by so acknowledging and by delivering a Prospectus, such Participating
Broker-Dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the registration
rights agreement, the Prospectus may be used by a Participating Broker-Dealer
in connection with resales of New Notes received in exchange for Old Notes
which were acquired by such Participating Broker-Dealer for its own account as
a result of market-making or other trading activities, for a period ending 180
days after the Expiration Date or, if earlier, when all such New Notes have
been disposed of by such Participating Broker-Dealer. Any person, including any
Participating Broker-Dealer, who is an "affiliate" may not rely on such
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. In that regard, each Participating Broker- Dealer by tendering
such Old Notes and executing this Letter of Transmittal, agrees that, upon
receipt of notice from the Company of the occurrence of any event or the
discovery of any fact which makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading, such Participating
Broker-Dealer will suspend the sale of New Notes pursuant to the Prospectus
until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or the Company has
given notice that the sale of the New Notes may be resumed, as the case may be.
If the Company gives such notice to suspend the sale of the New Notes, it shall
extend the 180-day period referred to above during which Participating
Broker-Dealers are entitled to use the Prospectus in connection with the resale
of New Notes by the number of days during the period from and including the
date of the giving of such notice to and including the date when Participating
Broker-Dealers shall have received copies of the supplemental or amended
Prospectus necessary to permit resales of the New Notes or to and including the
date on which the Company has given notice that the sale of New Notes may be
resumed, as the case may be.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive any interest on such Old Notes, and the undersigned hereby waives the
right to receive any interest on such Old Notes in connection with the Exchange
Offer.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above in the box entitled "Description of Old
Notes Tendered," if they are not already set forth in such box, as they appear
on the certificates representing such Old Notes. The certificate number(s) of
the Old Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If tendered Old Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if certificates are submitted for more Old Notes than are
tendered or accepted for exchange, certificates of such unexchanged or
untendered Old Notes will be returned (or, in the case of Old Notes tendered by
book-entry transfer, such Old Notes
6
will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such New Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute certificates representing
Old Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Old Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions" below, the
undersigned hereby directs that the New Notes be delivered to the undersigned
at the address shown above in the box entitled "Description of Old Notes
Tendered."
7
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HOLDER(S) SIGN HERE
(See Instructions 2, 5 and 6)
(Please Complete Substitute Form W-9 on Page 14)
(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)
Must be signed by registered holders exactly as name(s) appear(s) on
certificates for the Old Notes hereby tendered or on a security position
listing, or by any persons authorized to become the registered holders by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the
Company, the Trustee for the Old Notes, or the Exchange Agent to comply with
the restrictions on transfer applicable to the Old Notes). 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 signer's full title. See Instruction 5.
_______________________________________________________________________________
(Signatures of Holders)
Date:________________
Name:__________________________________________________________________________
(Please Print)
Capacity (full title):_________________________________________________________
Address:_______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:________________________________________________
Taxpayer Identification or Social Security No.:________________________________
GUARANTEE OF SIGNATURE
(See Instructions 2 and 5)
Authorized Signature:__________________________________________________________
Date:________________
Name of Firm:__________________________________________________________________
(Please Print)
Capacity (full title):_________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if the New Notes To be completed ONLY if the New Notes
and/or any Old Notes that are not tendered are and/or any Old Notes that are not tendered are
to be issued in the name of someone other than to be sent to someone other than the registered
the registered holder of the Old Notes whose holder of the Old Notes whose name appears
name appears above. above, or to such registered holder at an
address other than that shown above.
Issue [ ] New Notes [ ] Old Notes not Tendered
Mail [ ] New Notes [ ] Old Notes not Tendered
to:
Name:__________________________________________ to:
(Please Print) Name:__________________________________________
(Please Print)
Address:_______________________________________
_______________________________________________ Address:_______________________________________
(Include Zip Code) _______________________________________________
(Include Zip Code)
_______________________________________________
(Area Code and Telephone Number) _______________________________________________
(Area Code and Telephone Number)
_______________________________________________
(Taxpayer Identification or _______________________________________________
Social Security Number) (Taxpayer Identification or
Social Security Number)
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8
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer of FedEx Corporation to
Exchange its 6 5/8% New Notes Due 2004, 6 7/8% New Notes Due 2006 and 7 1/4%
New Notes Due 2011 for All of its Outstanding 6 5/8% Notes Due 2004, 6 7/8%
Notes Due 2006 and 7 1/4% Notes Due 2011.
1. Book-Entry Transfer; Delivery of this Letter of Transmittal and Notes;
Guaranteed Delivery Procedures. To tender in the Exchange Offer, holders must
tender by (a) forwarding certificates herewith or (b) book-entry transfer,
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering" and "--Book-Entry Transfer" in the Prospectus. Holders who are DTC
Participants tendering by book-entry transfer may execute such tender through
DTC's ATOP system. A holder using ATOP should transmit its acceptance to DTC on
or prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the Exchange Agent's account
at DTC and then send to the Exchange Agent a Book-Entry Confirmation, including
an agent's message confirming that DTC has received an express acknowledgment
from such holder that such holder has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such holder. The Book-Entry Confirmation must be received
by the Exchange Agent in order for the tender relating thereto to be effective.
Book-entry transfer to DTC in accordance with DTC's procedures does not
constitute delivery of the Book-Entry Confirmation to the Exchange Agent. The
term "Book-Entry Confirmation" means a timely confirmation of a book-entry
transfer of Old Notes into the Exchange Agent's account at DTC. The term
"agent's message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering participant,
which acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal (including the representations contained
herein) and that the Company may enforce the Letter of Transmittal against such
participant.
If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
the Expiration Date in order for such tender to be effective. Old Notes may be
tendered in whole or in part in denominations of $1,000 and integral multiples
thereof, provided that if fewer than all of the Old Notes of a holder are
tendered for exchange, the untendered principal amount of the holder's
remaining Old Notes must be $1,000 or any integral multiple of $1,000 in excess
thereof.
Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution (by facsimile
transmission, mail or hand delivery) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Company, setting forth the name and address of the holder of Old Notes and the
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Old
Notes, or a Book-Entry Confirmation, and any other documents required by this
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) a properly executed Letter of Transmittal, or an
agent's message in lieu thereof, as well as the certificates for all physically
tendered Old Notes in proper form for transfer or Book-Entry Confirmation, as
the case may be, and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three NYSE trading
days after the Expiration Date.
The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent on or prior to the Expiration Date, and must include a guarantee by an
Eligible Institution in the form set forth in such notice. For Old Notes to be
properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Securities
Exchange Act of 1934 as an "Eligible Guarantor Institution," including (as such
terms are defined
9
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND
THIS LETTER OF TRANSMITTAL OR ANY OLD NOTES TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by book-entry transfer through ATOP or
execution of a Letter of Transmittal (or facsimile thereof), waives any right
to receive any notice of the acceptance of such tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC whose
name appears on a security position listing as the owner of the Old Notes) of
Old Notes tendered herewith, unless such holder has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above; or
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature
on this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
4. Partial Tenders (Not Applicable to Holders of Old Notes Who Tender by
Book-Entry Transfer); Withdrawal Rights. Tenders of Old Notes will be accepted
only in the principal amount of $1,000 and integral multiples thereof, provided
that if fewer than all of the Old Notes of a holder are tendered for exchange,
the untendered principal amount of the holder's remaining Old Notes must be
$1,000 or any integral multiple of $1,000 in excess thereof. If less than all
of the Old Notes evidenced by a submitted certificate are to be tendered, the
tendering holder(s) should fill in the aggregate principal amount of Old Notes
to be tendered in the box above entitled "Description of Old Notes
Tendered--Principal Amount of Old Notes Tendered (If Less Than All Are
Tendered)." A reissued certificate representing the balance of untendered Old
Notes will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter of Transmittal, promptly after the Expiration
Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO
HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the Expiration Date. In order for a withdrawal to be
effective prior to that time, a written or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent at one of its
addresses set forth above prior to the Expiration Date. Any such notice of
withdrawal must specify the name of the person having deposited the Old Notes
to be withdrawn, the aggregate principal amount of Old Notes of each series to
be withdrawn and (if certificates for such Old Notes have been tendered) the
name of the registered holder of the Old Notes as set forth on the certificate
for the Old Notes, if different from that of the person who tendered such Old
Notes. If certificates for the Old Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
certificates for the Old Notes, the tendering holder must submit the serial
numbers shown on the particular certificates for the Old Notes to be withdrawn
and the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Old Notes
10
tendered for the account of an Eligible Institution. If Old Notes have been
tendered pursuant to the procedures for book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus, the notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility system of DTC to be credited with the withdrawal of Old
Notes, in which case a notice of withdrawal will be effective if delivered to
the Exchange Agent by written or facsimile transmission. Withdrawals of tenders
of Old Notes may not be rescinded. Old Notes properly withdrawn will not be
deemed to have been validly tendered for purposes of the Exchange Offer, and no
New Notes will be issued with respect thereto unless the Old Notes so withdrawn
are validly retendered. Properly withdrawn Old Notes may be retendered at any
subsequent time on or prior to the Expiration Date by following the procedures
described in the Prospectus under "The Exchange Offer--Procedures for
Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any employees, agents, affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to
give any notification of any irregularities in any notice of withdrawal or
incur any liability for failure to give such notification. Any Old Notes which
have been tendered but which are withdrawn will be returned to the holder
thereof without cost to such holder as promptly as practicable after
withdrawal.
5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the holder
of the Old Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates or on a securities position
listing without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates or securities position listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter of Transmittal as there
are different registrations.
When this Letter of Transmittal is signed by the holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the holder, then endorsements on any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
In connection with any tender of Old Notes in definitive certificated
form, if this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s), and the signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, evidence satisfactory to the Company of their authority to so act
must be submitted.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If New Notes are to be
issued in the name of a person other than the registered holder, or if New
Notes are to be sent to someone other than the registered holder or to the
registered holder at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Certificates for Old
Notes not exchanged will be returned by mail or, if tendered by book-entry
transfer, by crediting the account indicated above maintained at DTC unless the
appropriate boxes on this Letter of Transmittal are completed. See Instruction
4.
11
7. Tax Identification Number. Under U.S. federal income tax law, a holder
whose tendered Old Notes are accepted for exchange is required to provide the
Exchange Agent (as payor) with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 below which, in the case of a
tendering holder who is an individual, is his or her Social Security Number. In
the case of a tendering holder who is an individual who does not have and is
not eligible to obtain a Social Security Number (e.g., a resident alien), the
correct TIN is such holder's IRS individual taxpayer identification number
("ITIN"). If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service (the "IRS") may subject the holder or other payee to a
$50 penalty. In addition, payments to such holders or other payees with respect
to Old Notes exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.
The box in Part 3 of the Substitute Form W-9 should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 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% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form
W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number, employer identification number or IRS individual taxpayer
identification number) of the registered owner of the Old Notes or of the last
transferee appearing on the transfers attached to, or endorsed on, the Old
Notes. If the Old Notes are registered in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding requirements. Such holders should nevertheless complete the
attached Substitute Form W-9 below, and write "exempt" on the face thereof, to
avoid possible erroneous backup withholding. A foreign person may qualify as an
exempt recipient by submitting a properly completed IRS Form W-8BEN
(Certificate of Foreign Status), or an appropriate successor form, signed under
penalties of perjury, attesting to that holder's exempt status. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
8. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Old Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
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 8, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.
9. Determination of Validity. The Company will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Old
Notes, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders determined by
it not to be in proper form or the acceptance of which, or exchange for which,
may, in the view of counsel to the Company, be unlawful. The Company also
reserves the absolute right, subject to applicable law, to
12
waive any of the conditions of the Exchange Offer set forth in the Prospectus
under the caption "The Exchange Offer" or any conditions or irregularity in any
tender of Old Notes of any particular holder whether or not similar conditions
or irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will
be final and binding. No tender of Old Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, any
employees, agents, affiliates or assigns of the Company, the Exchange Agent,
nor any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
10. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
11. Lost, Stolen or Destroyed Old Notes. If any certificates representing
Old Notes have been lost, destroyed or stolen, the holder should promptly
notify the Exchange Agent. The holder will then be instructed as to the steps
that must be taken in order to replace the certificates. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificates have been followed.
12. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal,
may be directed to the Exchange Agent, at the address and telephone number
indicated on the front of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
13
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 7)
Payer's Name: The Bank of New York
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE | Part I -- Enter your TIN in the | Social security number, employer
| appropriate box. For individuals, this | identification number OR IRS individual
Form W-9 | is your social security number (SSN). | taxpayer identification number:
| For individuals who do not have and are |
| not eligible to obtain a SSN, this is | ----------------------------------------
| your IRS individual taxpayer |
| identification number (ITIN). For other |
| entities, it is your employer |
| identification number (EIN). |
|-------------------------------------------|-----------------------------------------
Department of the Treasury | Part 2 -- Certification -- Under | If exempt recipient, write "EXEMPT" in
Internal Revenue Service | penalties of perjury, I certify that: | the space below. See the accompanying
| (1) The number shown on this form is my | Guidelines for Certification of Taxpayer
Payer's Request for Taxpayer | correct TIN (or I am waiting for a | Identification Number on Substitute Form
Identification Number (TIN) | number to be issued to me) and (2) I am | W-9.
| not subject to backup withholding either |
| because (a) I am exempt from backup |
| withholding, or (b) I have not been |
| notified by the Internal Revenue Service |
| ("IRS") that I am subject to backup |
| withholding as a result of a failure to | Part 3 --
| report all interest or dividends, or (c) |
| the IRS has notified me that I am no | Awaiting TIN [ ]
| longer subject to backup withholding. |
| |
| Certification Instructions -- You must |
| cross out item (2) above if you have |
| been notified by the IRS that you are |
| currently subject to backup withholding |
| because you have failed to report |
| 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 that you are |
| no longer subject to backup withholding |
| do no cross out such item (2). |
| |
| THE IRS DOES NOT REQUIRE YOUR CONSENT TO |
| ANY PROVISION OF THIS DOCUMENT OTHER |
| THAN THE CERTIFICATIONS REQUIRED TO |
| AVOID BACKUP WITHHOLDING. |
| |
| SIGNATURE______________ DATE____________ |
| |
| NAME____________________________________ |
| (Please Print) |
| |
| BUSINESS NAME___________________________ |
| (If different) (Please Print) |
| |
| ADDRESS_________________________________ |
| (Please Print) |
| |
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
14
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_______________________________
Name___________________________________________________________________________
(Please Print)
Address________________________________________________________________________
(Please Print)
- -------------------------------------------------------------------------------
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
How to Get a TIN
If you don't have a taxpayer identification number (a "TIN"), apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Number
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local IRS office. For
individuals who do not have and are not eligible to obtain a Social Security
Number, apply for an IRS taxpayer identification number on Form W-7 which is
available from your local IRS office.
If you do not have a TIN, write "Applied For" in the space for the TIN in Part
1, sign and date the form, and give it to the requester. Generally, you will
then have 60 days to get a TIN and give it to the requester. If the requester
does not receive your TIN within 60 days, backup withholding, if applicable,
will begin and continue until you furnish your TIN.
NOTE: Writing "Applied For" on the form means that you have already
applied for a TIN or that you intend to apply for one soon.
As soon as you receive your TIN, complete a Form W-9, include your TIN, sign
and date the form, and give it to the requester.
Specific Instructions
Name. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter you first name, the last name shown on your
social security card, and your new last name.
Sole Proprietor. You must enter your individual name (enter either your social
security number ("SSN") or your employer identification number ("EIN") in Part
1). You may also enter your business name or "doing business as" name on the
business name line. Enter your name as shown on your social security card and
business name as it was used to apply for your EIN on Form SS-4.
Part I -- TIN
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter either your SSN or your EIN. Also see the chart on the attached
page for further clarification of name and TIN combinations. If you do not have
a TIN, follow the instructions under "How to Get a TIN" above.
Part II -- For Payees Exempt from Backup Withholding
Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments. If you are exempt from backup withholding, you should still complete
this form to avoid possible erroneous backup withholding. Enter your correct
TIN in Part I, write "Exempt" in the space provided, and sign and date the
form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
The following is a list of payees exempt from backup withholding. For interest
and dividends, all listed payees are exempt except the payee in item (ix). For
broker transactions, payees listed in items (i) through (xiii), and a person
registered under the Investment Advisors Act of 1940 who regularly acts as a
broker are exempt.
(i) a corporation;
(ii) an organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement account, or a custodial account under Section 403(b)(7) of the
Code if the account satisfies the requirements of Section 401(f)(2) of
the Code;
(iii) the United States or any of its agencies or instrumentalities;
(iv) a state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities;
(v) a foreign government or any of its political subdivisions, agencies
or instrumentalities;
(vi) an international organization or any of its agencies or
instrumentalities;
(vii) a foreign central bank of issue;
(viii) a dealer in securities or commodities required to register in the
United States or a possession of the United States;
(ix) a futures commission merchant registered with the Commodity
Futures Trading Commission;
(x) a real estate investment trust;
(xi) an entity registered at all times during the tax year under the
Investment Company Act of 1940;
(xii) a common trust fund operated by a bank under Section 584(a) of
the Code;
(xiii) a financial institution;
(xiv) a middleman known in the investment community as a nominee or
who is listed in the most recent publication of the American Society
of Corporate Secretaries, Inc., Nominee List; or
(xv) a trust exempt from tax under Section 664 or described in Section
4947.
Privacy Act Notice -- Section 6109 requires you to give your TIN to persons who
must report certain payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your TIN to a requester, you are subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause and not to
willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding. If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Name and Identification Number to Give
the Requester.--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 requester.
- --------------------------------------------------------- ---------------------------------------------------------
For this type of account: Give the SOCIAL For this type of account: Give the TAXPAYER
SECURITY NUMBER IDENTIFICATION
of-- NUMBER of--
- --------------------------------------------------------- ---------------------------------------------------------
1. An individual's account The individual 10. Corporate account The corporation
2. Two or more individuals The actual owner of the 11. Religious, charitable, or The organization
(joint account) account or, if combined educational organization
funds, the first account
individual on the
account(1) 12. Partnership account held The partnership
in the name of the
3. Husband and wife (joint The actual owner of the business
account) account or, if joint
funds, the first 13. Association, club, or other The organization
individual on the tax-exempt organization
account(1)
14. A broker or registered The broker or nominee
4. Custodian account of a The minor(2) nominee
minor (Uniform Gift to
Minors Act) 15. Account with the The public entity
Department of Agriculture
5. Adult and minor (joint The adult or, if the in the name of a public
account) minor is the only entity (such as a State or
contributor, the local government, school
minor(1) district, or prison) that
receives agricultural
6. Account in the name of The ward, minor, or program payments
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(5)
(1) List first and circle the name of the person whose number you furnish.
(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 your individual name. You may also enter your business name. You may
use either your Social Security Number or Employer Identification Number.
(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.