Exhibit 99.1
INSTRUCTIONS FOR USE OF AMF BOWLING, INC.
RIGHTS CERTIFICATES
CONSULT D. F. KING & CO., INC. OR YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the "Rights
Offering") by AMF Bowling, Inc., a Delaware corporation (the "Company"), to
the holders of its common stock, par value $0.01 per share (the "Common
Stock"), as described in the Company's prospectus dated June 28, 1999 (the
"Prospectus"). Holders of record of shares of the Common Stock at the close of
business on July 7, 1999 (the "Record Date") are receiving .4698 transferable
subscription rights (collectively, the "Rights") for each share of the Common
Stock held by them on the Record Date. Each whole Right is exercisable, upon
payment of $5.00 in cash (the "Subscription Price"), to purchase one share of
the Common Stock (the "Basic Subscription Privilege"). In addition, subject to
the proration described below, each Rights holder who fully exercises the
Basic Subscription Privilege also has the right to subscribe at the
Subscription Price for additional shares of Common Stock (the "Over-
Subscription Privilege"). The shares of Common Stock will be available for
purchase pursuant to the Over-Subscription Privilege only to the extent that
all the shares of Common Stock are not subscribed for through the exercise of
the Basic Subscription Privilege by the Expiration Date, as defined below. If
the shares of Common Stock so available (the "Excess Shares") are not
sufficient to satisfy all subscriptions pursuant to the Over-Subscription
Privilege, the available shares will be allocated pro rata among Rights
holders exercising their Over-Subscription Privileges in proportion to the
number of shares each such Rights holder has purchased pursuant to his or her
respective Basic Subscription Privilege subject to a maximum of $140 million;
provided, however, that if such pro rata allocation results in any Rights
holder being allocated a greater number of Excess Shares than such Rights
holder subscribed for pursuant to the exercise of such Rights holder's Over-
Subscription Privileges, then such Rights holder will be allocated only such
number of Excess Shares as such Rights holder subscribed for, and the
remaining Excess Shares will be allocated among all other Rights holders
exercising Over-Subscription Privileges. In addition, subject to proration and
the condition described below, if any shares of Common Stock are not purchased
by Rights holders pursuant to the Basic Subscription Privilege and the Over-
Subscription Privilege and the total subscription prices for Rights exercised
pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege do not equal or exceed $120 million, any Rights holder fully
exercising his Basic Subscription Privilege may purchase up to a number of
shares of Common Stock the total subscription price for which, when added to
the subscription prices paid by all rights holders exercising their Basic
Subscription Privileges and their Over-Subscription Privileges, equals $120
million, subject to the specified maximum amount of shares which the Rights
holder indicates he will purchase in exercising his Conditional Over-
Subscription Privilege and subject to proration (the "Conditional Over-
Subscription Privilege") as described in the Prospectus. If the shares of
Common Stock (the "Second Excess Shares") available to reach a total of $120
million in Subscription Prices are not sufficient to satisfy all subscriptions
pursuant to the Conditional Over-Subscription Privilege, the Second Excess
Shares will be allocated pro rata among Rights holders exercising their
Conditional Over-Subscription Privilege in proportion to the number of Shares
each such Rights holder has purchased pursuant to his Basic Subscription
Privilege and his Over-Subscription Privilege. If such pro rata allocation
results in the allocation to a Rights holder of a greater number of shares
than the maximum number of Second Excess Shares such holder subscribed for
pursuant to the Conditional Over-Subscription Privilege, then such holder will
be allocated no more than the maximum number of shares the holder so
subscribed for. The remaining Second Excess Shares will be allocated among all
other holders exercising their Conditional Over-Subscription Privilege.
No fractional Rights or cash in lieu thereof will be issued or paid. The
number of total Rights distributed to each stockholder by the Company has been
rounded up to the nearest whole number in order to avoid issuing fractional
Rights. Nominee holders of Common Stock that hold, on the Record Date, shares
for the account(s) of more than one beneficial owner may exercise the number
of Rights to which all such beneficial owners in the aggregate would otherwise
have been entitled if they had been direct record holders of Common Stock on
the Record Date; provided such nominee holder makes a proper showing to the
Subscription Agent, as determined in the Company's sole and absolute
discretion.
The Rights will expire at 5:00 p.m., New York City time, on July 28, 1999,
unless such time or date is extended as described in the Prospectus (the
"Expiration Date"). The Rights are listed for trading on the New York Stock
Exchange under the symbol "PINRT."
The number of Rights to which you are entitled is printed on the face of
your Rights Certificate. You should indicate your wishes with regard to the
exercise, assignment, transfer or sale of your Rights by completing the
appropriate form or forms on your Rights Certificate and returning it to the
Subscription Agent in the envelope provided.
YOUR RIGHTS CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR
GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR RIGHTS CERTIFICATE MUST
BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL
CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, ON OR
BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. YOU MAY NOT
REVOKE ANY EXERCISE OF A RIGHT, EXCEPT UNDER THE CIRCUMSTANCES DESCRIBED IN
THE PROSPECTUS.
1. Subscription Privilege.
To exercise Rights, complete Form 1 and deliver your properly completed and
executed Rights Certificate, together with payments in full of the
Subscription Price for each share of Common Stock subscribed for pursuant to
the Basic Subscription Privilege, the Over-Subscription Privilege and the
Conditional Over-Subscription Privilege, to the Subscription Agent.
Payment of the Subscription Price must be made in U.S. dollars for the full
number of shares of Common Stock being subscribed for by (a) certified or
personal check or bank draft drawn upon a U.S. bank, or postal, telegraphic or
express money order payable to: ChaseMellon Shareholder Services, L.L.C., as
Subscription Agent, or (b) wire transfer of same day funds to the account
maintained by the Subscription Agent for such purpose at The Chase Manhattan
Bank, New York, NY, ABA No. 021 000 021, Attention: ChaseMellon Shareholder
Services, Reorg Rights Account No. 323-859569 (AMF Bowling). The Subscription
Price will be deemed to have been received by the Subscription Agent only upon
(i) the clearance of any uncertified check, (ii) the receipt by the
Subscription Agent of any certified check or bank draft drawn upon a U.S. bank
or of any postal, telegraphic or express money order or (iii) the receipt of
collected funds in the Subscription Agent's account referred to above.
If paying by uncertified personal check, please note that the funds paid
thereby may take five business days or more to clear. Accordingly, Rights
holders who wish to pay the Subscription Price by means of an uncertified
personal check are urged to make payment sufficiently in advance of the
Expiration Date to ensure that such payment is received and clears by such
date and are urged to consider payment by means of certified or cashier's
check, money order or wire transfer of funds.
Alternatively, you may cause a written guarantee substantially in the form
enclosed herewith (the "Notice of Guaranteed Delivery") from a commercial
bank, trust company, securities broker or dealer, credit union, savings
association or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to the Subscription
Agent (each of the foregoing being an "Eligible Institution"), to be received
by the Subscription Agent at or prior to the Expiration Date, together with
payment in full of the applicable Subscription Price. Such Notice of
Guaranteed Delivery must state your name, the number of Rights represented by
your Rights Certificate, the number of Rights being exercised pursuant to the
Basic Subscription Privilege and the number of shares of Common Stock, if any,
being subscribed for pursuant to the Over-Subscription Privilege, and will
guarantee the delivery to the Subscription Agent of your properly completed
and executed Rights Certificate within three New York Stock Exchange trading
days following the date of the Notice of Guaranteed Delivery. If this
procedure is followed, your Rights Certificate must be received by the
Subscription Agent within three New York Stock Exchange trading days of the
Notice of Guaranteed Delivery.
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Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Subscription Agent, at the address, or by calling the
telephone number, indicated below.
Banks, brokers, trusts, depositaries or other nominee holders of the Rights
who exercise the Rights and the Over-Subscription Privilege or the Conditional
Over-Subscription Privilege on behalf of beneficial owners of Rights will be
required to certify to the Subscription Agent and the Company on a Nominee
Holder Certification Form, in connection with the exercise of the Over-
Subscription Privilege or the Conditional Over-Subscription Privilege, as
applicable, as to the aggregate number of Rights that have been exercised, and
the number of shares of Common Stock that are being subscribed for pursuant to
the Over-Subscription Privilege or the Conditional Over-Subscription
Privilege, as applicable, by each beneficial owner of Rights on whose behalf
such nominee holder is acting. If more shares of the Common Stock are
subscribed for pursuant to the Over-Subscription Privilege than are available
for sale, such shares will be allocated, as described above, among persons
exercising the Over-Subscription Privilege in proportion to such persons'
exercise of Rights pursuant to the Basic Subscription Privilege. If more
shares of the Common Stock are subscribed for pursuant to the Conditional
Over-Subscription Privilege than are available for sale, such shares will be
allocated, as described above, among persons exercising the Conditional Over-
Subscription Privilege in proportion to such person's exercise of Rights
pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege.
The address and telecopier numbers of the Subscription Agent are as
follows:
By Courier: Registered Mail: By Hand:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road--Mail Drop-Reorg Post Office Box 3301 120 Broadway, 13th Floor
Ridgefield Park, NJ 07660 South Hackensack, NJ 07606 New York, NY 10271
Attention: Reorganization Department Attention: Reorganization Department Attention: Reorganization Department
Facsimile Transmission:
(Eligible Institutions Only)
(201) 296-4293
To confirm receipt of facsimile only:
(201) 296-4860
The address and telephone numbers of the Information Agent, for inquiries,
information or requests for additional documentation are as follows:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 628-8532
If you exercise less than all of the Rights evidenced by your Rights
Certificate by so indicating on Form 1 of your Rights Certificate, you may
either (a) use Form 2 to transfer your remaining unexercised Rights (but no
fractional Rights) to a designated transferee or to assign them to a bank or
broker to sell for you, (b) use Form 3 to direct the Subscription Agent to
attempt to sell the unexercised Rights (but no fractional Rights) , (c) attach
separate instructions for the Subscription Agent directing an alternate
disposition of your unexercised Rights (which instructions must be guaranteed
by an Eligible Institution) or (d) the Subscription Agent will issue you a new
Rights Certificate evidencing the unexercised Rights (see Paragraph 4 of these
"Instructions For Use of AMF Bowling, Inc. Rights Certificate"). However, if
you choose to have a new Rights Certificate sent to you, you may not receive
any such new Rights Certificate in sufficient time to permit you to exercise,
assign, transfer or sell the Rights evidenced thereby. If you have not
indicated the number of Rights being exercised, or if you have not forwarded
full payment of the Subscription Price for the number of Rights that you have
indicated are being exercised, you will be deemed to have exercised the Basic
Subscription Privilege with respect to the
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maximum number of whole Rights which may be exercised for the Subscription
Price payment transmitted or delivered by you, and to the extent that the
Subscription Price payment transmitted or delivered by you exceeds the product
of the Subscription Price multiplied by the number of Rights evidenced by the
Rights Certificate(s) transmitted or delivered by you (such excess being the
"Subscription Excess"), you will be deemed to have exercised your Over-
Subscription Privilege to purchase, to the extent available, that number of
whole shares of the Common Stock equal to the quotient obtained by dividing
the Subscription Excess by the Subscription Price, subject to the limit on the
number of shares a Rights holder may purchase pursuant to the Over-
Subscription Privilege. If the maximum number of shares of Common Stock to be
subscribed for pursuant to the Conditional Over-Subscription Privilege is not
specified and the amount enclosed or transmitted exceeds the aggregate
Subscription Price for all shares which may be purchased pursuant to the Basic
Subscription Privilege and were purchased pursuant to the Over-Subscription
Privilege represented by this Rights Certificate (the "Second Subscription
Excess"), the Rights holder exercising this Rights Certificate shall be deemed
to have exercised the Conditional Over-Subscription Privilege to purchase, to
the extent available, that number of whole shares of Common Stock equal to the
quotient obtained by dividing the Second Subscription Excess by the
Subscription Price, subject to the provision that the Conditional Over-
Subscription Privilege requests will be honored only if and to the extent that
the aggregate Subscription Prices paid with respect to exercises of Basic
Subscription Privileges and the Over-Subscription Privileges by all holders of
Rights do not equal or exceed $120 million.
2. Conditions to Completion of the Rights Offering.
There are no conditions to the completion of the Rights Offering. However,
the Company has the right to terminate the Rights Offering for any reason
before the Rights expire.
3. Delivery of Common Stock.
The following deliveries and payments will be made to the address shown on
the face of your Rights Certificate unless you provide instructions to the
contrary on Form 4.
(a) Basic Subscription Privilege. As soon as practicable after the valid
exercise of the Rights, the Subscription Agent will mail to each exercising
Rights holder certificates representing shares of Common Stock purchased
pursuant to the Basic Subscription Privilege.
(b) Over-Subscription Privilege and Conditional Over-Subscription
Privilege. As soon as practicable after the Expiration Date, the Subscription
Agent will mail to each Rights holder who validly exercises the Over-
Subscription Privilege or the Conditional Over-Subscription Privilege, as
applicable, the number of shares of Common Stock allocated to such Rights
holder pursuant to the Over-Subscription Privilege or the Conditional Over-
Subscription Privilege, respectively. See "The Rights Offering--Subscription
Privileges" in the Prospectus.
(c) Cash Payments. As soon as practicable after the Expiration Date, the
Subscription Agent will mail to each Rights holder who exercises the Over-
Subscription Privilege or the Conditional Over-Subscription Privilege any
excess funds, without interest or deduction, received in payment of the
Subscription Price for each share of the Common Stock that is subscribed for
by, but not allocated to, such Rights holder pursuant to the Over-Subscription
Privilege or the Conditional Over-Subscription Privilege.
4. To Sell or Transfer Rights.
(a) Sale of All Rights through a Broker, Dealer or Nominee. To have a
broker, dealer or nominee sell all the unexercised Rights (but no fractional
Rights) evidenced by a Rights Certificate for you, so indicate on Form 2 and
deliver your properly completed and executed Rights Certificate to your
broker, dealer or nominee. Your Rights Certificate should be delivered to your
broker, dealer or nominee in ample time for it to be processed by the
Subscription Agent. If Form 2 is completed without designating a transferee,
the Subscription Agent may thereafter treat the bearer of the Rights
Certificate as the absolute owner of all of the Rights evidenced by such
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Rights Certificate for all purposes, and neither the Subscription Agent nor
the Company shall be affected by any notice to the contrary.
(b) Sale of Less than All Unexercised Rights through a Broker, Dealer or
Nominee. Because your broker, dealer or nominee cannot issue Rights
Certificates, if you wish to sell less than all of the unexercised Rights (but
no fractional Rights) evidenced by a Rights Certificate, so indicate on Form
2, and either you or your broker, dealer or nominee must separately instruct
the Subscription Agent as to the action to be taken with respect to the
unexercised Rights (but no fractional Rights) not sold. Such instructions
should be accompanied by a stock power authorizing such transfer and should be
guaranteed by an Eligible Institution. Alternatively, you or your broker,
dealer or nominee must first have your Rights Certificate divided into Rights
Certificates of appropriate denominations by following the instructions in
Paragraph 5 of these instructions. Each Rights Certificate evidencing the
number of Rights you intend to sell can then be transferred by your broker,
dealer or nominee in accordance with the instructions in Paragraph 4(a).
(c) Transfer of All or Less than All Unexercised Rights to One Designated
Transferee. To transfer all of your unexercised Rights to a designated
transferee other than a broker, dealer or nominee, you must complete Form 2 in
its entirety, execute the Rights Certificate and have your signature
guaranteed by an Eligible Institution. A Rights Certificate that has been
properly transferred in its entirety may be exercised by a new holder without
having a new Rights Certificate issued. If you wish to transfer less than all
of your unexercised Rights (but no fractional Rights) to one designated
transferee, execute the Rights Certificate and separately instruct the
Subscription Agent as to the action to be taken with respect to the
unexercised Rights not transferred. Such instructions should be accompanied by
stock power(s) authorizing such transfer(s) and should be guaranteed by an
Eligible Institution. If no such instructions are received, the Subscription
Agent will issue you a new Rights Certificate evidencing the unexercised
Rights. If Form 2 is completed without designating a transferee, the
Subscription Agent may thereafter treat the bearer of the Rights Certificate
as the absolute owner of all of the Rights evidenced by such Rights
Certificate for all purposes, and neither the Subscription Agent nor the
Company shall be affected by any notice to the contrary.
(d) Transfer of All or Less than All Unexercised Rights to More than One
Designated Transferee. Because only the Subscription Agent can issue Rights
Certificates, if you wish to transfer all or less than all of the unexercised
Rights (but no fractional Rights) evidenced by your Rights Certificate to more
than one designated transferee, so indicate one such transfer on Form 2 and
separately instruct the Subscription Agent as to the action to be taken with
respect to the remaining unexercised Rights. Such instructions should be
accompanied by power(s) authorizing such transfer(s) and should be guaranteed
by an Eligible Institution. Alternatively, you can divide your Rights
Certificate into Rights Certificates of appropriate smaller denominations by
following the instructions in Paragraph 5 below. Each Rights Certificate
evidencing the number of Rights you intend to transfer can then be transferred
by following the instructions in Paragraph 4(c).
(e) Sale of All Unexercised Rights Through the Subscription Agent. To sell
all unexercised Rights (but no fractional Rights) evidenced by a Rights
Certificate through the Subscription Agent, so indicate on Form 3 and deliver
your properly completed and executed Rights Certificate to the Subscription
Agent. The Subscription Agent's obligation to execute sell orders is subject
to its ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A
MARKET WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION
AGENT WILL BE ABLE TO SELL ANY RIGHTS. You must have your order to sell your
Rights to the Subscription Agent before 11:00 a.m., New York City time, on
July 15, 1999, the fifth business day before the Expiration Date. If the
Subscription Agent cannot sell your Rights by 5:00 p.m., New York City time,
on July 19, 1999, the third business day before the Expiration Date, the
Subscription Agent will hold your Rights Certificate for pick up by you at the
Subscription Agent's hand delivery address provided on page 3.
(f) Sale of Less than All Unexercised Rights Through the Subscription
Agent. If you wish to sell less than all of the unexercised Rights (but no
fractional Rights) evidenced by a Rights Certificate, so indicate on Form 3
and separately instruct the Subscription Agent as to the action to be taken
with respect to the unexercised
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Rights not sold. Such instructions should be accompanied by power(s)
authorizing such transfer(s) and should be guaranteed by an Eligible
Institution. Alternatively, you may have your Rights Certificate divided into
Rights Certificates of appropriate denominations by following the instructions
in Paragraph 5 below. The Rights Certificate evidencing the number of
unexercised Rights you intend to transfer can then be transferred by following
the instructions in Paragraph 4(e). If the Subscription Agent sells any of
your Rights, such Rights will be deemed to have been sold at the weighted
average sale price of all Rights sold by the Subscription Agent, less your pro
rata portion of any applicable brokerage commissions, taxes and other
expenses. Promptly following the Expiration Date, the Subscription Agent will
send the holder a check for the net proceeds from the sale of any Rights sold.
The Subscription Agent's obligation to execute sell orders is subject to its
ability to find buyers for the Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET
WILL DEVELOP OR BE MAINTAINED FOR THE RIGHTS OR THAT THE SUBSCRIPTION AGENT
WILL BE ABLE TO SELL ANY RIGHTS. You must have your order to sell your Rights
to the Subscription Agent before 11:00 a.m., New York City time, on July 21,
1999, the fifth business day before the Expiration Date. If the Subscription
Agent cannot sell your Rights by 5:00 p.m., New York City time, on July 23,
1999, the third business day before the Expiration Date, the Subscription
Agent will hold your Rights Certificate for pick up by you at the Subscription
Agent's hand delivery address provided on page 3.
5. To Have a Rights Certificate Divided into Smaller Denominations.
Send your Rights Certificate, together with complete separate instructions
(including specification of the denominations into which you wish your Rights
to be divided), signed by you, to the Subscription Agent, allowing a
sufficient amount of time for new Rights Certificates to be issued and
returned so that they can be used prior to the Expiration Date. Alternatively,
you may assign your unexercised Rights to a bank or broker to effect such
actions on your behalf. YOUR SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION IF ANY OF THE NEW RIGHTS CERTIFICATES ARE TO BE ISSUED IN A NAME
OTHER THAN THAT IN WHICH THE OLD RIGHTS CERTIFICATE WAS ISSUED. Rights
Certificates may not be divided into fractional Rights, and any instruction to
do so will be rejected. As a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors, you or your
transferee may not receive such new Rights Certificate(s) in time to enable
the Rights holder to complete a sale, exercise or transfer by the Expiration
Date. Neither the Company nor the Subscription Agent will be liable to either
a transferor or transferee for any such delays.
Nominee holders of Common Stock that hold, on the Record Date, shares for
the account(s) of more than one beneficial owner may exercise the number of
Rights to which all such beneficial owners in the aggregate would otherwise
have been entitled if they had been direct record holders of Common Stock on
the Record Date, provided such nominee holder makes a proper showing to the
Subscription Agent, as determined in the Company's sole and absolute
discretion.
6. Execution.
(a) Execution by Registered Holder(s). The signature on the reverse of the
Rights Certificate must correspond with the name of the registered holder
exactly as it appears on the Rights Certificate without any alteration or
change whatsoever. If the Rights Certificate is registered in the names of two
or more joint owners, all of such owners must sign. Persons who sign the
Rights Certificate in a representative or other fiduciary capacity must
indicate their capacity when signing and, unless waived by the Company in its
sole and absolute discretion, must present to the Subscription Agent
satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the Rights
Certificate is executed by a person other than the holder named on the face of
the Rights Certificate, proper evidence of authority of the person executing
the Rights Certificate must accompany the same unless, for good cause, the
Company dispenses with proof of authority.
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(c) Signature Guarantees. Your signature must be guaranteed by an Eligible
Institution if you wish to have a broker, dealer or nominee or the
Subscription Agent sell less than all of your unexercised Rights, as specified
in Paragraphs 4(b) and/or 4(f), or to transfer all or less than all of your
Rights to any designated transferee(s) other than a broker, dealer or nominee,
as specified in Paragraphs 4(c) or 4(d) above, or if you specify special
payment or delivery instructions pursuant to Form 4.
7. Method of Delivery.
The method of delivery of Rights Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk
of the Rights holder, but, if sent by mail, it is recommended that they be
sent by registered mail, properly insured, with return receipt requested, and
that a sufficient number of days be allowed to ensure delivery to the
Subscription Agent and the clearance of any checks sent in payment of the
Subscription Price prior to the Expiration Date.
8. Special Provisions Relating to the Delivery of Rights Through The
Depository Trust Company.
In the case of holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Basic Subscription
Privilege (but not the Over-Subscription Privilege) may be effected by
instructing DTC to transfer Rights (such Rights being "DTC Exercised Rights")
from the DTC account of such holder to the DTC account of the Subscription
Agent, together with payment of the Subscription Price for each share of
Common Stock subscribed for pursuant to the Basic Subscription Privilege. The
Over-Subscription Privilege and the Conditional Over-Subscription Privilege in
respect of DTC Exercised Rights may not be exercised through DTC. The holder
of a DTC Exercised Right may exercise the Over-Subscription Privilege and the
Conditional Over-Subscription Privilege in respect of such DTC Exercised Right
by properly executing and delivering to the Subscription Agent at or prior to
the Expiration Date, a DTC Participant Over-Subscription Exercise Form or a
DTC Participant Conditional Over-Subscription Exercise Form and a Nominee
Holder Certification Form, available from the Subscription Agent, together
with payment of the appropriate Subscription Price for the number of shares of
Common Stock for which the Over-Subscription Privilege or the Conditional
Over-Subscription Privilege is to be exercised.
If a Notice of Guaranteed Delivery relates to Rights with respect to which
exercise of the Basic Subscription Privilege will be made through DTC and such
Notice of Guaranteed Delivery also relates to the exercise of the Over-
Subscription Privilege or the Conditional Over-Subscription Privilege, a DTC
Participant Over-Subscription Exercise Form or a DTC Participant Conditional
Over-Subscription Exercise Form and a Nominee Holder Certification Form must
also be received by the Subscription Agent in respect of such exercise of the
Over-Subscription Privilege and/or the Conditional Over-Subscription Privilege
on or prior to the Expiration Date.
9. Substitute Form W-9.
Each Rights holder who elects to exercise, sell or transfer the Rights
through the Subscription Agent should provide the Subscription Agent with a
correct Taxpayer Identification Number ("TIN") and, where applicable,
certification of such Rights holder's exemption from backup withholding on
Substitute Form W-9. Each foreign Rights holder who elects to exercise, sell
or transfer the Rights through the Subscription Agent should provide the
Subscription Agent with certification of foreign status on Substitute Form W-
8. Copies of Substitute Form W-8 and additional copies of Form W-9 may be
obtained upon request from the Subscription Agent at the address, or by
calling the telephone number indicated above. Failure to provide the
information on the form may subject such holder to 31% federal income tax
withholding with respect to (i) dividends that may be paid by the Company on
shares of Common Stock purchased upon the exercise of Rights (for those
holders exercising Rights) or (ii) funds to be remitted to Rights holders in
respect of Rights sold by the Subscription Agent (for those holders electing
to have the Subscription Agent sell their Rights for them).
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