LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST OF
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 19, 1996
BY
MHP ACQUISITION CORP.,
A WHOLLY OWNED DIRECT SUBSIDIARY OF
HOST MARRIOTT CORPORATION
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(1) DESCRIPTION OF UNITS TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER OF UNITS TENDERED
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[ATTACH IDENTIFICATION STICKER HERE] TOTAL NUMBER NUMBER OF UNITS
OF UNITS OWNED TENDERED*
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* All Units owned by a Unitholder will be deemed to have been tendered unless otherwise indicated
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THE OFFER, PRORATION AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW
YORK CITY TIME ON FRIDAY, DECEMBER 20, 1996 UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
GEMISYS, INC.
By Mail: Facsimile Transmission: By Hand or Overnight
Delivery:
Attention: Proxy 1-800-387-7365
Department Attention: Proxy
7103 South Revere Parkway Department
Englewood, CO 80112-9523 7103 South Revere Parkway
Englewood, CO 80012-9523
(For Eligible Institutions Only)
Confirm Facsimile by Telephone:
1-800-955-9033
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by Unitholders who desire to
tender Units pursuant to the Offer (as defined below).
HOW TO TENDER YOUR UNITS
PLEASE READ THE INSTRUCTIONS BEGINNING ON PAGE 7 OF THIS LETTER OF
TRANSMITTAL.
FOR FURTHER INFORMATION, CALL THE INFORMATION AGENT:
TRUST COMPANY OF AMERICA
(800) 955-9033
9:00 A.M.--8:00 P.M. EST
(1) INDICATE NUMBER OF UNITS TENDERED
Under the heading "Number of Units Tendered" in Box (1), write the total
number of Units owned by you in the first column and the total number of Units
tendered by you in the second column.
(2) CONFIRM YOUR INTENT TO TENDER BY SIGNING THIS LETTER OF TRANSMITTAL
Sign your name(s) exactly as it (they) appear in Box (2) and write in your
Taxpayer Identification or Social Security Number. IF YOU ARE NOT SUBJECT TO
BACKUP WITHHOLDING, SEE "IMPORTANT TAX INFORMATION" ON PAGE 9 OF THIS FORM. If
these Units are jointly held or held by a Trustee or other representative,
review Instruction 4 on page 7 of this form.
TO TENDER YOUR UNITS, YOU MUST: (1) INDICATE THE NUMBER OF UNITS YOU'LL TENDER
AND (2) CONFIRM BY SIGNING.
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(2) IMPORTANT: UNITHOLDER: SIGN HERE
Taxpayer Identification or Social Security No.: ____________________________
(COMPLETE SUBSTITUTE W-9 ON
________________________________________________________
PAGE 10 OF THIS FORM. SEE INSTRUCTION 9.)
By executing this Letter of Transmittal, each of the undersigned hereby
agrees to and accepts the terms and conditions set forth in this Letter of
Transmittal and in the Offer to Purchase dated November 19, 1996, and
certifies that the number shown on this form is my correct Taxpayer
Identification or Social Security Number.
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(SIGNATURE(S) OF UNITHOLDER(S))
Dated: , 1996
(Must be signed by the registered holder(s) or person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others
acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 4 on page 7 of this form.)
Name(s):
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(PLEASE TYPE OR PRINT)
Capacity (Full Title):
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Address:
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(INCLUDE ZIP CODE)
Area Codes and Telephone Numbers: _______________ ________________________
HOME BUSINESS
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IF YOU WOULD LIKE THE CHECK FOR PAYMENT OF THE PURCHASE PRICE FOR UNITS
ACCEPTED FOR PAYMENT ISSUED TO OR SENT TO SOMEONE OTHER THAN THE REGISTERED
HOLDER(S) OR SENT TO THE REGISTERED HOLDER(S) AT AN ADDRESS OTHER THAN THAT
SPECIFIED IN BOX (1), PLEASE REVIEW THE SPECIAL INSTRUCTIONS ON PAGES 5 AND 6 OF
THIS FORM.
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
LADIES AND GENTLEMEN:
The signatory hereby tenders to MHP Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned direct subsidiary of Host
Marriott Corporation, a Delaware corporation (the "Parent"), the above-
described units of limited partnership interest (the "Units") of Marriott
Hotel Properties Limited Partnership, a Delaware limited partnership (the
"Partnership"), pursuant to the Purchaser's offer to purchase 450 outstanding
Units at a price of $80,000 per Unit, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
November 19, 1996, receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment for Units 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 and
conditions of any such extension or amendment), the signatory hereby sells,
assigns, transfers, conveys and delivers to, or upon the order of, the
Purchaser all right, title and interest in and to all the Units that are being
tendered hereby and any and all distributions, other Units, rights or other
securities issued or issuable in respect thereof on or after the date of this
Offer (collectively, "Distributions"). The signatory hereby irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the signatory with respect to such Units (and with respect
to any Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver Units, as evidenced by this executed Letter of Transmittal (and any
Distributions), together with all accompanying evidences of transfer and
authenticity, to, or upon the order of, the Purchaser upon receipt by the
Depositary, as the signatory's agent, of notice that the Purchaser has
accepted for payment the tendered Units, (ii) present such Units (and any
Distributions) for transfer on the books of the Partnership, and (iii) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Units (and any Distributions), all in accordance with the terms and subject to
the conditions of the Offer.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the signatory and shall not be
affected by, and shall survive, the death or incapacity of the signatory.
The signatory hereby irrevocably appoints Christopher J. Nassetta and Bruce
D. Wardinski designees of the Purchaser as the attorney-in-fact and proxy of
the signatory, with full power of substitution, to the full extent of the
signatory's rights with respect to all Units tendered hereby and accepted for
payment by the Purchaser (and with respect to any Distributions). All such
proxies shall be considered coupled with an interest in the Units tendered
herewith, are irrevocable and are granted in consideration of, and are
effective upon, the acceptance for payment of such Units by the Purchaser in
accordance with the terms of the Offer. Upon such acceptance for payment, all
prior powers of attorney and proxies given by the signatory with respect to
such Units and Distributions will be revoked, without further action, and no
subsequent powers of attorney and proxies may be given (and, if given, will
not be deemed effective). The designees of the Purchaser will, with respect to
the Units for which such appointment is effective, be empowered to exercise
all voting and other rights of the signatory as they in their sole discretion
may deem proper at any annual or special meeting of the Partnership, or any
adjournment or postponement thereof. The signatory understands that, in order
for Units to be deemed validly tendered, immediately upon the Purchaser's
acceptance of such Units for payment, the Purchaser or its designee must be
able to exercise full voting rights with respect to such Units, and other
securities, including voting at any meeting of limited partners then
scheduled.
The signatory hereby represents and warrants that the signatory has full
power and authority to tender, sell, assign and transfer the Units tendered
hereby (and any Distributions) and that, when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good and marketable title
to and unencumbered ownership of, the Units tendered hereby thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Units
tendered hereby (and any Distributions) will not be subject to any adverse
claim. The signatory, upon request, will execute and deliver any additional
documents deemed by the Depositary or the Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of Units tendered
hereby (and any Distributions). In addition, the signatory shall promptly
remit and transfer to the Depositary for the account of the Purchaser any and
all other Distributions in respect of the Units tendered hereby, accompanied
by appropriate documentation of transfer, and, pending such remittance or
appropriate assurance
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thereof, the Purchaser shall be, subject to applicable law, entitled to all
rights and privileges as owner of any such Distributions, and may withhold the
entire purchase price of Units tendered hereby, or deduct from such purchase
price the amount or value thereof as determined by the Purchaser in its sole
discretion.
The signatory understands that the Purchaser's acceptance for payment of
Units tendered will constitute a binding agreement between the signatory and
the Purchaser upon the terms and subject to the conditions of the Offer. The
signatory understands that tenders of Units made pursuant to the Offer are
irrevocable, except that such tendered Units may be withdrawn at any time on
or prior to the Expiration Date (as defined in the Offer to Purchase) and,
unless theretofore accepted for payment by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after January 17, 1997. See "The
Tender Offer--Section 4--Withdrawal Rights" in the Offer to Purchase.
The signatory hereby certifies, under penalties of perjury, that the
signatory, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code of 1986, as amended, and regulations
thereunder). The signatory understands that this certification may be
disclosed to the Internal Revenue Service by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
ANY UNITHOLDER WHO DESIRES TO TENDER HIS OR HER UNITS BUT IS UNABLE TO
CERTIFY THE STATEMENT SET FORTH ABOVE SHOULD CONTACT THE PURCHASER AT (301)
380-2070 FOR FURTHER INSTRUCTIONS.
Unless otherwise indicated below under "Special Payment Instructions,"
please issue the check for the purchase price of the Units in the name(s) of
the registered holder(s) appearing under "Description of Units Tendered."
Similarly, unless otherwise indicated below under "Special Delivery
Instructions," please mail the check for the purchase price and accompanying
documents, as appropriate, to the address(es) of the registered holder(s)
appearing under "Description of Units Tendered." In the event that both the
Special Payment Instructions and the Special Delivery Instructions below are
completed, please issue the check for the purchase price and deliver such
check to the person(s) so indicated. The signatory recognizes that the
Purchaser has no obligation pursuant to the Special Payment Instructions to
transfer any Units from the name(s) of the registered holder(s) thereof if the
Purchaser does not accept for payment any of the Units tendered hereby.
4
SPECIAL INSTRUCTIONS
IMPORTANT: IF YOU ARE THE REGISTERED HOLDER(S) OF THE UNITS TO BE TENDERED
AND WOULD LIKE THE CHECK FOR PAYMENT OF THE PURCHASE PRICE FOR UNITS ACCEPTED
FOR PAYMENT ISSUED IN YOUR NAME(S) AND SENT TO YOU AT THE ADDRESS IN BOX (1),
YOU MAY DISREGARD THIS SECTION.
(3) SPECIAL PAYMENT INSTRUCTIONS
Complete Box (3) in full if you want your check issued to someone other than
yourself. Please also have your bank or broker guarantee your signature in Box
(5), as described below. See "Guarantee of Signatures" below and Instructions 4
and 10 below for more details.
IMPORTANT: Complete the following ONLY if the check for the purchase price
of Units accepted for payment is to be issued in the name of someone other
than the registered holder(s):
(3) SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6 AND 10)
[_] Issue check to:
Name: ______________________________________________________________________
(PLEASE PRINT OR TYPE)
Address: ___________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(INCLUDE ZIP CODE)
_____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(4) SPECIAL DELIVERY INSTRUCTIONS
Complete Box (4) in full if you want your check sent to an address different
than that in Box (1). Please also have your bank or broker guarantee your
signature in Box (5), as described below. See "Guarantee of Signatures" below
and Instructions 4 and 10 below for more details.
IMPORTANT: Complete the following ONLY if the check for the purchase price
of Units accepted for payment is to be sent to someone other than the
registered holder(s) or to the registered holder(s) at an address other than
that shown in Box (1):
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(4) SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, 6 AND 10)
[_] Mail check to:
Name: ______________________________________________________________________
(PLEASE PRINT OR TYPE)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
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(5) GUARANTEE OF SIGNATURES
If you have completed Box (3) and/or Box (4), your bank or broker must
guarantee your signature in Box (5) below. See Instructions 4 and 10 below for
more details.
IMPORTANT: Complete the following ONLY if you have checked the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above:
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(5) GUARANTEE OF SIGNATURES
(SEE INSTRUCTIONS 4 AND 10)
Authorized signature: ______________________________________________________
Name: ______________________________________________________________________
(PLEASE PRINT OR TYPE)
Title: _____________________________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Tel. No.: _____________ Dated: ______________________________
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL. This Letter of Transmittal (or a
facsimile hereof), 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 Depositary at its address set forth
herein on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING UNITHOLDER AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering Unitholders, by execution of this Letter of Transmittal (or a
facsimile thereof), waive any right to receive any notice of the acceptance of
their Units for payment.
2. INADEQUATE SPACE. If the space provided herein under "Description of
Units Tendered" is inadequate, the number of Units should be listed on a
separate signed schedule attached hereto.
3. PARTIAL TENDERS. If fewer than all the Units held by a Unitholder are to
be tendered hereby, fill in the number of Units which are to be tendered in
the box entitled "Number of Units Tendered" as appropriate. All Units held by
a Unitholder will be deemed to be tendered unless otherwise indicated.
4. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS. If this Letter of
Transmittal is signed by the registered holder(s) of the Units tendered
hereby, the signature(s) must correspond exactly with the name(s) set forth in
Box 1 hereof without any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Purchaser of
such person's authority so to act must be submitted.
5. TRANSFER TAXES. Except as set forth in this Instruction 5, the Purchaser
will pay or cause to be paid any transfer taxes with respect to the transfer
and sale of purchased Units to it or its order pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or if tendered Units
are registered in the name of, any person other than the person(s) signing
this Letter of Transmittal, the amount of any transfer taxes (whether imposed
on the registered holder(s) or such person) payable on account of the transfer
to such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of a person other than the registered holder(s) or if a check is to
be sent to someone other than the registered holder(s) or to an address other
than that shown above, Box ^ and/or Box ^ and Box ^ on this Letter of
Transmittal must be completed.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to the Information Agent at its address or
telephone number set forth below. Requests for additional copies of the Offer
to Purchase, this Letter of Transmittal and other tender offer materials may
be directed to the Information Agent or brokers, dealers, commercial banks and
trust companies and such materials will be furnished at the Purchaser's
expense.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time or from time to time in the
Purchaser's sole discretion to the extent set forth in the Offer.
7
9. TAXPAYER IDENTIFICATION NUMBER. Each tendering Unitholder is required to
provide the Depositary with the Unitholder's correct taxpayer identification
number ("TIN"), generally, the Unitholder's social security or federal
employer identification number, on Substitute Form W-9, which is provided
under "Important Tax Information" on the next page of this form, and to
certify whether such person is subject to backup withholding of federal income
tax.
A Unitholder must cross out item (2) in the Certification box of Substitute
Form W-9 if such Unitholder is subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
Unitholder to 31% federal income tax backup withholding on the payments made
to the Unitholder or other payee with respect to Units purchased pursuant to
the Offer. The box in Part 3 of the form should be checked if the tendering
Unitholder 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 and the
Depositary is not provided with a TIN within 60 days, thereafter the
Depositary will withhold 31% of all such payments of the purchase price, if
any, made pursuant to the Offer until a TIN is provided to the Depositary.
10. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal for
the account of an Eligible Institution (as defined below) or by the registered
holder(s) of the tendered Units who have not completed Box ^ or Box ^ do not
need to be guaranteed. However, all other signatures on this Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an
office, branch, agency or correspondent in the United States (each of the
foregoing being referred to as an "Eligible Institution"). See Instruction 4.
If the Units are registered in the name of a person other than the signer of
this Letter of Transmittal, or if payment is to be made to a person other than
the registered holder, then, in addition to having the signatures guaranteed,
this Letter of Transmittal must be accompanied by duly executed transfer
powers, signed exactly as the name or names of the registered holder or
holders appear on the transfer books of the Partnership, with the signatures
on the transfer powers guaranteed by an Eligible Institution as provided
herein. See Instruction 4.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
AND CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
8
IMPORTANT TAX INFORMATION
Under federal income tax law, a Unitholder whose tendered Units are accepted
for payment is required to provide the Depositary (as payer) with such
Unitholder's correct TIN on Substitute Form W- 9 below. If such Unitholder is
an individual, the TIN is his social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
Unitholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future. If the Depositary is not provided
with the correct TIN, the Unitholder may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments that are made to such
Unitholders with respect to Units purchased pursuant to the Offer may be
subject to backup withholding.
Certain Unitholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Unitholders should indicate their exempt status on
Substitute Form W-9. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms for such
statements can be obtained from the Depositary. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Unitholder or other payee. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income-tax withholding on payments made with
respect to Units accepted for payment pursuant to the Offer, a Unitholder must
provide the Depositary with such Unitholder's correct TIN by completing the
Substitute Form W-9 below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Unitholder is awaiting a TIN) and that (1) such
Unitholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the Unitholder that
he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Unitholder is required to give the Depositary the social security number
or employer identification number of the record holder of the Units tendered
hereby. If the Units are held in more than one name or are not held 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.
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PAYER'S NAME: MHP ACQUISITION CORP.
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PART 1--PLEASE PROVIDE YOUR Social Security Number
TIN IN THE ADJOINING BOX or Employer
AND CERTIFY BY SIGNING AND Identification Number
DATING BELOW. ----------------------
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SUBSTITUTE PART 2--Certification--Under Penalties of Perjury, I
FORM W-9 certify that:
DEPARTMENT OF
THE TREASURY
INTERNAL (1) The number shown on this form is my correct
REVENUE Taxpayer Identification Number (or I am waiting
SERVICE for a number to be issued to me) and
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN") (2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to
report all interests or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
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Certificate Instructions--You must PART 3 --
cross out item (2) in Part 2 above if Awaiting
you have been notified by the IRS TIN [_]
that you are subject to backup with-
holding because of underreporting in-
terest or dividends on your tax re-
turn. However, if after being noti-
fied by the IRS that you were subject
to backup withholding you received
another notification from the IRS
stating that you are no longer sub-
ject to backup withholding, do not
cross out item (2).
SIGNATURE ______________ DATE _______
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify that under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) 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 (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
Signature ___________________________ Date ________________________________
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(THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.)
THE INFORMATION AGENT FOR THE OFFER IS:
TRUST COMPANY OF AMERICA
7103 SOUTH REVERE PARKWAY
ENGLEWOOD, COLORADO 80112-9523
(800) 955-9033