LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
or Order Tender of Uncertificated Shares of
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
Tendered Pursuant to the Offer
Dated June 1, 2000
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, ON JUNE 29, 2000, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Facsimile Copy Number: (201) 296-4293
Confirm by Telephone: (201) 296-4860
For Further Information Call: (888) 235-9839
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By First Class Mail: By Express Mail or Overnight Courier: By Hand:
Post Office Box 3301 85 Challenger Road 120 Broadway -- 13th Floor
South Hackensack, NJ 07606 Mail Drop Reorg. Dept. New York, NY 10271
Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered
Holder(s) (Please fill in exactly as name(s) Shares Tendered
appear(s) on certificate(s)) (Attach additional signed list if necessary)
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Certificate Total Number
Number(s)(1) of Shares Number
Represented by of Shares
Certificate(1) Tendered(2)
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Total Shares:
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(1) Need not be completed by shareholders tendering Shares by Book-Entry Delivery Procedure.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate delivered
to the Depositary are being tendered hereby. See Instruction 4.
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THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME OF THE
REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT PLAN. [ ] YES [ ] NO
Note: If you do not check yes above, uncertificated Shares, if any, held in the
name of the registered holder(s) by the Fund's transfer agent pursuant to the
Fund's dividend reinvestment plan will not be tendered.
You must send this instrument to an address shown above or transmit the
instrument to a facsimile number listed above to make a valid delivery. You
should read the instructions accompanying this letter carefully before you
complete this Letter of Transmittal.
You should use this Letter of Transmittal in the following circumstances:
(1) you are sending your share certificates with this Letter of
Transmittal;
(2) you are tendering shares received from the Fund's dividend reinvestment
plan, which the Fund's transfer agent (EquiServe) holds in
uncertificated form; or
(3) you are tendering shares that are in book-entry form in accounts
maintained by the Depositary at the Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the Book-Entry Delivery
Procedure set forth in Section 2, "Procedure for Tendering Shares," of
the Fund's Offer to Purchase.
If your share certificates are not immediately available or you cannot
deliver certificates for shares (other than as described above) or you cannot
deliver confirmation of the book-entry transfer of your shares into the
Depositary's account at the Book-Entry Transfer Facility and all other documents
required hereby to the Depositary prior to 5:00 p.m., New York City time, on the
Expiration Date (as defined on the following page), you may nevertheless tender
your shares according to the Guaranteed Delivery Procedure set forth in Section
2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. See
Instruction 2 below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering
Institution:_______________________________________________________________
Account Number:____________________________________________________________
Transaction Code Number:___________________________________________________
If the tendered shares are being tendered by a Nominee Holder (as defined
on the following page) on behalf of its customers, please state the number of
customer accounts for whose benefit the tender is made: ____
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Institution which Guaranteed Delivery:_____________________________
Account Number (if delivered by book-entry transfer):______________________
AMOUNT OF SHARES TENDERED
Please indicate by checking the appropriate box below if you are tendering all
the shares owned by you or less than all the shares owned.
[ ] The undersigned hereby certifies that he/she/it is tendering ALL shares
owned by the undersigned.
[ ] The undersigned hereby certifies that he/she/it is tendering LESS THAN ALL
of the shares owned by the undersigned.
SERVICE FEE
Please include a check for the service fee for $25.00 made payable to Delaware
Group Global Dividend and Income Fund, Inc.
For Nominee Holders, please include a check for the service fee for $25.00 for
EACH of your client accounts that are tendering shares pursuant to the Offer
(as defined on the following page).
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 5.
2
Ladies and Gentlemen:
I hereby tender to the Delaware Group Global Dividend and Income Fund,
Inc., a Maryland corporation (the "Fund"), the shares of the Fund's Common
Stock described herein, $0.01 par value per share (the "Shares"). In return, I
will receive cash at a price (the "Purchase Price") equal to the net asset
value in U.S. dollars ("NAV") per Share as of 4:00 p.m., New York City time, on
June 30, 2000, or such later date to which the Offer is extended. The terms of
the tender are subject to the conditions set forth in the Fund's Offer to
Purchase, dated June 1, 2000 (the "Offer to Purchase"), which I have received,
and in this Letter of Transmittal (which together with the Offer to Purchase
constitute the "Offer"). I also hereby tender a service fee (the "Service Fee")
in an amount equal to $25.00, or if this tender is made by a broker, dealer,
commercial bank, trust company or other nominee ("Nominee Holder"), in an
amount equal to $25.00 multiplied by the number of the Nominee Holder's client
accounts tendering Shares pursuant to the Offer. The Service Fee will be
returned to me or the Nominee Holder, as appropriate, only in a case where none
of my Shares tendered have been accepted. If the Fund, in its sole discretion,
extends the Offer period, the "Expiration Date" shall mean the latest time and
date on which the Offer, as so extended, shall expire.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms and subject to the conditions of
the Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Fund all right, title and interest in and to all the Shares that
are being tendered hereby and that are being accepted for purchase pursuant to
the Offer (and any and all dividends, distributions, other Shares or other
securities or rights declared or issuable in respect of such Shares after the
Expiration Date) and irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares (and any such dividends, distributions, other Shares or securities
or rights), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a) deliver
certificates for such Shares (and any such other dividends, distributions,
other Shares or securities or rights) or transfer ownership of such Shares (and
any such other dividends, distributions, other Shares or securities or rights),
together, in either such case, with all accompanying evidences of transfer and
authenticity to or upon the order of the Fund, upon receipt by the Depositary,
as the undersigned's agent, of the purchase price, (b) present such Shares (and
any such other dividends, distributions, other Shares or securities or rights)
for transfer on the books of the Fund, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
such other dividends, distributions, other Shares or securities or rights), all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that: (a) the undersigned
has full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all dividends, distributions, other Shares or other
securities or rights declared or issuable in respect of such Shares after the
Expiration Date); (b) when and to the extent the Fund accepts the Shares for
purchase, the Fund will acquire good, marketable and unencumbered title hereto,
free and clear of all liens, restrictions, charges, proxies, encumbrances or
other obligations relating to their sale or transfer, and not subject to any
adverse claim; (c) on request, the undersigned will execute and deliver any
additional documents deemed by the Depositary or the Fund to be necessary or
desirable to complete the sale, assignment and transfer of the tendered Shares
(and any and all dividends, distributions, other Shares or securities or rights
declared or issuable in respect of such Shares after the Expiration Date); and
(d) the undersigned has read and agreed to all of the terms of the Offer,
including this Letter of Transmittal.
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 undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date in accordance with Section 3, "Withdrawal Rights," of the
Fund's Offer to Purchase. After the Expiration Date, tenders made pursuant to
the Fund's Offer will be irrevocable, except as stated in the Offer to
Purchase.
The undersigned understands that the valid tender of Shares pursuant to
any one of the procedures described in Section 2, "Procedure for Tendering
Shares," of the Fund's Offer to Purchase and in the instructions hereto will
constitute a binding agreement between the undersigned and the Fund upon the
terms and subject to the conditions of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Fund may not be required to purchase any of the Shares tendered
hereby, or may accept for purchase, pro rata with Shares tendered by other
shareholders, fewer than all of the Shares tendered hereby.
3
Unless otherwise indicated below under "Special Payment Instructions," the
check for the Purchase Price and any certificates for Shares not tendered or
accepted for payment (and accompanying documents, as appropriate) will be
issued in the name(s) of the registered holder(s) appearing under "Description
of Shares Tendered." Similarly, unless otherwise indicated below under "Special
Delivery Instructions," the check for the Purchase Price and any certificates
for Shares not tendered or accepted for payment (and accompanying documents, as
appropriate) will be sent to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that either the
Special Delivery Instructions or the Special Payment Instructions are
completed, the check for the Purchase Price will be issued to, and any returned
certificates will be sent to, the person or persons so indicated. The
undersigned recognizes that the Fund has no obligation pursuant to the Special
Payment Instructions to transfer any Shares from the name of the registered
holder thereof if the Fund does not accept for payment any of the Shares so
tendered. The undersigned recognizes that the Special Payment Instructions and
the Special Delivery Instructions are not applicable to Shares tendered by
book-entry transfer, nor to uncertificated Shares held by the Fund's transfer
agent pursuant to the Fund's dividend reinvestment plan which may be tendered
hereby.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4 AND 7) (SEE INSTRUCTIONS 1, 4 AND 7)
To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not
tendered or not purchased and/or the check for the tendered or not purchased and/or any checks issued in
purchase price of Shares purchased are to be issued in the name of the undersigned are to be sent to some-
the name of someone other than the undersigned. one other than the undersigned or to the undersigned
at an address other than that shown above.
Issue [ ] check and/or [ ] Certificate(s) to: Deliver [ ] check and/or [ ] Certificate(s) to:
Name:_________________________________________________ Name:________________________________________________
(Please print) (Please print)
Address:______________________________________________ Address:_____________________________________________
_______________________________________________________ _____________________________________________________
(Include Zip Code) (Include Zip Code)
Taxpayer I.D. or Social Security No.: Taxpayer I.D. or Social Security No.:
_______________________________________________________ _____________________________________________________
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4
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REGISTERED HOLDERS PLEASE SIGN HERE
Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificate(s) and
documents transmitted herewith. If signature is by attorney-in-fact,
executor, administrator, trustee, guardian, agent, officer of a corporation
or another person acting in a fiduciary or representative capacity, please
provide the following information. See Instruction 5.
__________________________________________________
__________________________________________________
__________________________________________________
Dated:_____________, 2000
Name(s):______________________________________________________________________
(please print)
Capacity (Full Title):________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
City State Zip Code
Area Code and Telephone Number:_______________________________________________
Employer Identification or Social Security Number:____________________________
GUARANTEE OF SIGNATURE(S), IF REQUIRED
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s):______________________________________________________
Name:_________________________________________________________________________
(please print)
Name of Firm:_________________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
City State Zip Code
Dated:______________, 2000
ENCLOSE YOUR CHECK FOR THE SERVICE FEE IN THE AMOUNT OF $25.00 FOR EACH
ACCOUNT, PAYABLE TO DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
IMPORTANT: COMPLETE AND SIGN THE ATTACHED SUBSTITUTE FORM W-9. FOREIGN
SHAREHOLDERS, HOWEVER, SHOULD OBTAIN AND COMPLETE A FORM W-8.
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5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Signature guarantees on this Letter of
Transmittal are not required if (i) this Letter of Transmittal is signed by the
registered holder of the Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions"
herein, or (ii) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company
having an office, branch or agency in the United States (each being hereinafter
referred to as an "Eligible Guarantor"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Guarantor. See
Instruction 5 below.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedure. This Letter of Transmittal is to be used only (a) if certificates
are to be forwarded herewith, (b) if uncertificated Shares held by the Fund's
transfer agent pursuant to the Fund's dividend reinvestment plan are to be
tendered, or (c) if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in Section 2, "Procedure for
Tendering Shares," of the Fund's Offer to Purchase. Certificates for all
physically tendered Shares, or confirmation of a book-entry transfer in the
Depositary's account at the Book-Entry Transfer Facility of Shares tendered by
book-entry transfer, together, in each case, with a properly completed and duly
executed Letter of Transmittal or facsimile thereof with any required signature
guarantees (or, in the case of book-entry transfer, an Agent's Message, as
defined below), any other documents required by this Letter of Transmittal and
payment for the Service Fee should be mailed or delivered to the Depositary at
the appropriate address set forth herein and must be received by the Depositary
prior to 5:00 p.m., New York City time, on the Expiration Date.
The term "Agent's Message" means a message from the Book-Entry Transfer
Facility transmitted to, and received by, the Depositary forming a part of a
timely confirmation of a book-entry transfer, which states that the Book-Entry
Transfer Facility has received an express acknowledgment from the Book-Entry
Transfer Facility participant tendering the Shares that are the subject of the
confirmation that (i) the Book-Entry Transfer Facility participant has received
and agrees to be bound by the terms of the Letter of Transmittal; and (ii) the
Fund may enforce such agreement against the Book-Entry Transfer Facility
participant.
Shareholders whose certificates are not immediately available or who
cannot deliver Shares and all other required documents to the Depositary prior
to 5:00 p.m., New York City time, on the Expiration Date, or whose Shares
cannot be delivered on a timely basis pursuant to the procedures for book-entry
transfer prior to 5:00 p.m. on the Expiration Date, may tender their Shares by
or through any Eligible Guarantor by properly completing and duly executing and
delivering a Notice of Guaranteed Delivery (or facsimile thereof), which must
be received by the Depositary prior to 5:00 p.m. on the Expiration Date, and by
otherwise complying with the Guaranteed Delivery Procedure set forth in Section
2, "Procedure for Tendering Shares," of the Fund's Offer to Purchase. Pursuant
to such procedures, the certificates for all physically tendered Shares, or
confirmation of book-entry transfer, as the case may be, as well as a properly
completed and duly executed Letter of Transmittal (or, in the case of
book-entry transfer, an Agent's Message), all other documents required by this
Letter of Transmittal and payment of the Service Fee must be received by the
Depositary within three business days after execution by the shareholder of
such Notice of Guaranteed Delivery, all as provided in Section 2, "Procedure
for Tendering Shares," of the Fund's Offer to Purchase.
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY,
EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2. THE METHOD OF DELIVERY OF
THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. THE SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.
No alternative, conditional or contingent tenders will be accepted. All
tendering shareholders, by execution of this Letter of Transmittal (or
facsimile thereof), waive any right to receive any notice of the acceptance for
payment of Shares.
6
3. Inadequate Space. If the space provided is inadequate, the certificate
numbers and/or number of Shares should be listed on a separate signed schedule
attached hereto.
4. Partial Tenders and Unpurchased Shares. (NOT APPLICABLE TO SHAREHOLDERS
WHO TENDER BY BOOK-ENTRY TRANSFER.) If fewer than all the Shares evidenced by
any certificate submitted are to be tendered, fill in the number of Shares
which are to be tendered in the column entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares evidenced by the
old certificate(s) will be issued and sent to the registered holder, unless
otherwise specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes in this Letter of Transmittal, as soon as practicable after
the Expiration Date. All Shares represented by certificates listed and
delivered to the Depositary are deemed to have been tendered unless otherwise
indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond exactly
with the name(s) on the face of the certificates.
(b) If any of the tendered Shares are held of record by two or more joint
holders, ALL such holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as
many Letters of Transmittal as there are different registrations of
certificates.
(d) If payment is to be made, or the certificates for Shares not tendered
or purchased are to be issued, to a person other than the registered
holder(s), endorsements of certificates or separate stock powers are
required. The endorsements or signatures on the stock powers, as the
case may be, must be signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates. Signatures on such
certificates or stock powers must be guaranteed by an Eligible
Guarantor. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, agents,
attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate
when signing and must submit proper evidence satisfactory to the Fund
of their authority to so act.
(f) If this Letter of Transmittal is signed by a person(s) other than the
registered holder(s) of the certificates listed and transmitted
hereby, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or
names of the registered holder(s) appear on the certificates.
Signatures on such certificates of stock powers must be guaranteed by
an Eligible Guarantor. See Instruction 1.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any,
with respect to the transfer and sale of Shares to it pursuant to the Offer.
If, however, payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) if Shares not tendered or not purchased
are to be registered in the name of any person other than the registered
holder, or if tendered certificates, if any, are registered, or the Shares
tendered are held, in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder or such other 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.
7. Special Payment and Delivery Instructions. If certificates for Shares
not tendered or not purchased and/or checks are to be issued in the name of a
person other than the person signing this Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the person signing this Letter of
Transmittal at an address other than that shown above, the boxes captioned
"Special Payment Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal should be completed.
8. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Fund, in its sole discretion, which determination
shall be final and binding. The Fund reserves the absolute right to reject any
or all tenders of any particular Shares (i) determined by it not to be in
appropriate or proper form or (ii) the acceptance of or payment for which may,
in the
7
opinion of the Fund's counsel, be unlawful. The Fund also reserves the absolute
right to waive any of the conditions of the Offer, in whole or in part, or any
defect or irregularity in tender of any particular Shares or shareholder, and
the Fund's interpretations of the terms and conditions of the Offer (including
these instructions) shall be final and binding. No tender of Shares will be
deemed to be properly made until all defects and irregularities have been cured
or waived. Unless waived, any defects or irregularities must be cured within
such time as the Fund shall determine. None of the Fund, the Depositary or any
other person shall be obligated to give notice of defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
9. Requests for Assistance and Additional Copies. Requests for assistance
should be directed to, and additional copies of the Fund's Offer to Purchase,
the Notice of Guaranteed Delivery, the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9, and this Letter of Transmittal
may be obtained from the Depositary at the address set forth on the first page
of this Letter of Transmittal, or from your broker, dealer, commercial bank,
trust company, or other nominee. The Depositary will also provide shareholders,
upon request, with a Certificate of Foreign Status (Form W-8).
10. Backup Withholding. Each shareholder that desires to participate in
the Offer must, unless an exemption applies, provide the Depositary with the
shareholder's taxpayer identification number on the Substitute Form W-9 set
forth in this Letter of Transmittal, with the required certifications under
penalties of perjury. If the shareholder is an individual, the taxpayer
identification number is his or her social security number. If the Depositary
is not provided with the correct taxpayer identification number, the
shareholder may be subject to a $50 penalty imposed by the Internal Revenue
Service in addition to being subject to backup withholding.
If backup withholding applies, the Depositary is required to withhold 31%
of any payment made to the shareholder with respect to Shares purchased
pursuant to the Offer. Backup withholding is not an additional tax. Rather, the
U.S. Federal income tax liability of persons subject to backup withholding may
result in an overpayment of taxes for which a refund may be obtained by the
shareholder from the Internal Revenue Service.
Certain shareholders (including, among others, most corporations and
certain foreign persons) are exempt from backup withholding requirements. To
qualify as an exempt recipient on the basis of foreign status, a shareholder
must submit a properly executed Certificate of Foreign Status (Form W-8),
signed under penalties of perjury, attesting to that person's exempt status.
A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISER AS TO HIS OR HER
QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE
PROCEDURE FOR OBTAINING AN EXEMPTION.
Shareholders are required to give the Depositary the taxpayer
identification number of the record owner of the Shares. If the Shares 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.
8
TO BE COMPLETED BY ALL REGISTERED
HOLDERS OF SHARES BEING TENDERED
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SUBSTITUTE FORM W-9 Part 1: PLEASE PROVIDE YOUR -------------------------------
TIN IN THE APPROPRIATE Social Security Number
BOX AT RIGHT AND CERTIFY OR
BY SIGNING AND DATING -------------------------------
BELOW. Employer Identification Number
-------------------------
DEPARTMENT OF THE NAME (if a joint account or you Part 2 -- For Payees exempt from
TREASURY INTERNAL changed your name, see Guidelines) backup withholding, see Instruction
REVENUE SERVICE 10 above and Guidelines for Certifi-
------------------------- cation of Taxpayer-Identification
CHECK APPROPRIATE BOX: Number on Substitute Form W-9
[ ] Individual/Sole Proprietor enclosed herewith and complete as
[ ] Corporation [ ] Partnership instructed herein.
[ ] Other________________
-------------------------
Payer's Request for Taxpayer BUSINESS NAME, if different
Identification Number ("TIN") from above (See Guidelines):
and Certification
-------------------------
ADDRESS
-------------------------
CITY STATE ZIP CODE
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Part 3 -- CERTIFICATION -- Under penalties of perjury, I certify that (i) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (ii) I am not subject to backup
withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified that I am subject to
backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I
am no longer subject to backup withholding.
SIGNATURE ______________________________________ DATE ____________
CERTIFICATION INSTRUCTIONS -- You must cross out item (ii) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends on your tax return. If you are
exempt from backup withholding, check the box in Part 5 below.
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Part 4 -- AWAITING TIN [ ] Part 5 -- EXEMPT TIN [ ]
- ---------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS. 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
4 OF THIS SUBSTITUTE FORM W-9.
9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the payer within 60 days, the
payer is required to withhold 31% of all reportable payments made to me
thereafter until I provide a number.
Signature ------------------------------------- Date ------------
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10