EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
$200.0 MILLION
7 5/8% SERIES B SENIOR NOTES DUE 2013
FOR
7 5/8% SERIES A SENIOR NOTES DUE 2013
OF
CANWEST MEDIA INC.
PURSUANT TO THE PROSPECTUS, DATED JUNE 17, 2003
THE EXCHANGE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON _______, 2003 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY CANWEST MEDIA INC. IN ITS SOLE DISCRETION. TENDERS OF INITIAL NOTES
(AS DEFINED HEREIN) MAY BE WITHDRAWN PRIOR TO 11:59 PM, NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
EXCHANGE AGENT:
THE BANK OF NEW YORK
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By Hand or Overnight Delivery: Facsimile Transmissions: By Registered or Certified Mail:
The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street - 7 East (212) 298-1915 101 Barclay Street - 7 East
New York, New York 10286 New York, New York 10286
Attention: Bernard Arsenec Attention: Bernard Arsenec
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To Confirm Facsimile by Telephone or
for Information Call:
[(212) 495-1646]
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS (AS DEFINED HEREIN) WHO WISH TO BE ELIGIBLE TO RECEIVE
EXCHANGE NOTES (AS DEFINED HEREIN) FOR THEIR INITIAL NOTES PURSUANT TO THE
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR INITIAL NOTES (AS
DEFINED HEREIN) TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of
the prospectus dated June 17, 2003 (as the same may be amended or supplemented
from time to time, the "Prospectus") of CanWest Media Inc., a Canadian
corporation ("CanWest"), which, together with this Letter of Transmittal and the
instructions hereto (this "Letter of Transmittal"), constitute CanWest's offer
(the "Exchange Offer") to exchange $1,000 in principal amount of its 7 5/8%
Series B Senior Notes due 2013 (the "Exchange Notes") for each $1,000 in
principal amount of outstanding 7 5/8% Series A Senior Notes due 2013 (the
"Initial Notes" and, together with the Exchange Notes, the "Notes"), of which
$200.0 million aggregate principal amount was outstanding on the date of the
Prospectus. The terms of the Exchange Notes are identical in all material
respects (including principal amount, interest rate and maturity) to the terms
of the Initial Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and, therefore, do not bear
legends restricting the transfer thereof.
CanWest reserves the right, at any time or from time to time,
to extend the Exchange Offer in its sole discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. CanWest will notify the Exchange Agent of any extension by
written notice and will make a public announcement thereof, each prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Initial Notes along with this Letter of Transmittal
are to be physically delivered to the Exchange Agent herewith by Holders prior
to the Expiration Date; (ii) tender of Initial Notes is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the "The Exchange Offer --
Book-Entry Transfer" section of the Prospectus and such book-entry transfer must
be received by the Exchange Agent prior to the Expiration Date; or (iii) tender
of Initial Notes is to be made according to the guaranteed delivery procedures
set forth in the "The Exchange Offer -- Guaranteed Delivery Procedures" section
of the Prospectus. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
If delivery of the Initial Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at DTC as set forth in
(ii) in the immediately preceding paragraph, this Letter of Transmittal need not
be manually executed; provided, however, that tenders of Initial Notes must be
effected by sending electronic instructions to DTC through DTC's communication
system in accordance with the procedures mandated by DTC's Automated Tender
Offer Program ("ATOP"). To tender Initial Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
reflect that the participant acknowledges its receipt of and agrees to be bound
by this Letter of Transmittal.
Unless the context requires otherwise, the term "Holder" for
purposes of this Letter of Transmittal means: (i) any person in whose name
Initial Notes are registered on the books of CanWest or any other person who has
obtained a properly completed bond power from the registered Holder; or (ii) any
participant in DTC whose Initial Notes are held of record by DTC who desires to
deliver such Initial Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undesigned desires to take with
respect to the Exchange Offer.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
INITIAL NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
Ladies and Gentlemen:
The undersigned hereby tenders to CanWest the aggregate
principal amount of Initial Notes indicated in this Letter of Transmittal, upon
the terms and subject to the conditions set forth in the Prospectus, receipt of
which is hereby acknowledged, and in this Letter of Transmittal. Subject to, and
effective upon, the acceptance for exchange of the aggregate principal amount of
the Initial Notes tendered herewith, the undersigned hereby sells, exchanges,
assigns and transfers to, or upon the order of, CanWest all right, title and
interest in and to such Initial Notes that are being tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent also acts as the agent of CanWest and as
trustee under the indenture for the Initial Notes and the Exchange Notes), with
full power of substitution (such power of attorney being an irrevocable power
coupled with an interest) to:
(a) deliver such Initial Notes in registered certificated
form, or transfer ownership of such Initial Notes through book-entry transfer at
DTC, to or upon the order of CanWest, upon receipt by the Exchange Agent, as the
undersigned's agent, of the same aggregate principal amount of Exchange Notes;
and
(b) present such Initial Notes for transfer on the books
of CanWest and receive, for the account of CanWest, all benefits and otherwise
exercise, for the account of CanWest, all right of beneficial ownership of the
Initial Notes tendered hereby in accordance with the terms of the Exchange
Offer.
The undersigned represents and warrants that it has full power
and authority to tender, sell, exchange, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that, when the same are accepted for exchange,
CanWest will acquire good, marketable and unencumbered title to the tendered
Initial Notes, free and clear of all security interests, liens, restrictions,
charges, encumbrances, conditional sale agreements or other obligations to their
sale or transfer, and not subject to any adverse claim. The undersigned also
represents and warrants that it will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or CanWest to be necessary or
desirable to complete the sale, exchange, assignment and transfer of tendered
Initial Notes.
The Exchange Offer is subject to certain conditions as set
forth in the Prospectus under the caption "Exchange Offer -- Conditions of the
Exchange Offer." The undersigned recognizes that as a result of these conditions
(which may be waived, in whole or in part, by CanWest) as more particularly set
forth in the Prospectus, CanWest may not be required to exchange any of the
Initial Notes tendered hereby and, in such event, the Initial Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned, or in the case of Initial Notes tendered by
book-entry transfer into the Exchange Agent's account at DTC, such nonexchanged
Initial Notes will be credited to an account maintained at DTC.
The undersigned also acknowledges that this Exchange Offer is
being made based upon CanWest's understanding of an interpretation by the staff
of the Securities and Exchange Commission (the "SEC") as set forth in no-action
letters issued to third parties unrelated to CanWest, including Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated
(available June 5, 1991) and Shearman & Sterling (available July 2, 1993) (the
"SEC No-Action Letters"), that the Exchange Notes issued in exchange for the
Initial Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by a Holder (other than a broker-dealer who acquires
such Exchange Notes directly from CanWest for resale pursuant to Rule 144A under
the Securities Act or any other available exemption under the Securities Act or
any such Holder that is an "affiliate" of CanWest or of any of the guarantors
under the indenture relating to the Notes within the meaning of Rule 405 under
the Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such Holder's business and such Holder is not
engaged in, and does not intend to engage in, a distribution of such Exchange
Notes and has no arrangement with any person to participate in the distribution
of such Exchange Notes. The SEC has not, however, considered the Exchange Offer
in the context of a no-action letter, and there can be no assurance that the
staff of the SEC would make a similar determination with respect to the Exchange
Offer as in the SEC No-Action Letters.
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By tendering, the undersigned represents and warrants to
CanWest that (i) any Exchange Notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such undersigned, (ii) neither the
undersigned Holder of Initial Notes nor any such other person has an arrangement
or understanding with any person to participate in the distribution of such
Exchange Notes and no such person will have any such arrangement or
understanding at the time of consummation of the Exchange Offer and (iii)
neither the Holder nor any such other person is an "affiliate" of CanWest or of
any of the guarantors of the Notes within the meaning of Rule 405 under the
Securities Act, or, if such Holder or such other person is an "affiliate", it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. The undersigned has read and agrees to
all of the terms of the Exchange Offer as described in the Prospectus and
herein.
If the undersigned is not a broker-dealer, it hereby
represents and warrants to CanWest that it is not engaged in, and does not
intend to engage in, a distribution of the Exchange Notes. If the undersigned is
a broker-dealer that will receive Exchange Notes for its own account in exchange
for Initial Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Notes; provided, however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. CanWest has agreed to
make available, for a period of 180 days after the consummation of the Exchange
Offer, a prospectus meeting the requirements of the Securities Act to any
broker-dealer for use in connection with any resale of such Exchange Notes
acquired as described above.
The undersigned acknowledges that if the undersigned is
tendering Initial Notes in the Exchange Offer with the intention of
participating in any manner in a distribution of the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC set forth in the
SEC No-Action Letters and in the absence of an exemption therefrom, must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the Exchange Notes and such
secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 of Regulation S-K under the Securities Act and (ii) failure to comply with
such requirements could result in the undersigned incurring liability under the
Securities Act.
For purposes of the Exchange Offer, CanWest shall be deemed to
have accepted validly tendered Initial Notes when, as and if CanWest has given
oral or written notice thereof to the Exchange Agent. If any tendered Initial
Notes are not accepted for exchange pursuant to the Exchange Offer for any
reason or if Initial Notes are submitted for a greater principal amount than the
Holder desires to exchange, such unaccepted or non-exchanged Initial Notes will
be returned without expense to the tendering Holder thereof or, in the case of
Initial Notes tendered by book-entry transfer into the Exchange Agent's account
at DTC, such non-exchanged Initial Notes will be credited to an account
maintained with DTC as promptly as practicable after the expiration or
termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this
Letter of Transmittal and every obligation of the undersigned hereunder shall
survive the death, incapacity or dissolution of the undersigned and every
obligation under this Letter of Transmittal shall be binding upon the
undersigned's heirs, executors, administrators, trustees in bankruptcy, legal
representatives, personal representatives, successors and assigns.
The undersigned understands that tenders of Initial Notes not
withdrawn before the Expiration Date pursuant to the instructions hereto will
constitute an agreement between the undersigned and CanWest upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance
Instructions," please issue Exchange Notes issued in exchange for the Initial
Notes accepted for exchange and return any Initial Notes not tendered or not
exchanged, in the name(s) of the undersigned (or in either such event in the
case of Initial Notes tendered by DTC, by credit to the account at DTC).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the Exchange Notes issued in exchange for the Initial Notes accepted
for exchange and any Initial Notes not tendered or not exchanged (and
accompanying documents as appropriate) to the undersigned at the address shown
below the undersigned's signature, unless, in either event, tender is being made
through DTC. In the event that both
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"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the Exchange Notes issued in exchange for the Initial
Notes accepted for exchange and return any Initial Notes not tendered or not
exchanged in the name(s) of, and send said Exchange Notes to, the person(s) so
indicated. The undersigned recognizes that CanWest has no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Initial Notes from the name of the registered holder(s) thereof if
CanWest does not accept for exchange any of the Initial Notes so tendered.
The instructions included with this Letter of Transmittal must
be followed. Questions and requests for assistance or for additional copies of
the Prospectus, this Letter of Transmittal and the accompanying Notice of
Guaranteed Delivery (the "Notice of Guaranteed Delivery") may be directed to the
Exchange Agent. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION
OF INITIAL NOTES" AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH
INITIAL NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT WILL BE
DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX.
List below the Initial Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
numbers, if any, and principal amounts should be listed on a separate signed
schedule affixed to this Letter of Transmittal. Tenders of Initial Notes will be
accepted only in authorized denominations of $1,000 or integral multiples
thereof.
DESCRIPTION OF INITIAL NOTES
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Certificate Aggregate Principal Amount
Number(s)*
Name(s) and Address(es) of Holder(s) (Attached signed
(Please fill in, if blank) list if necessary) Tendered (if less than all)**
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TOTAL PRINCIPAL AMOUNT OF INITIAL NOTES TENDERED
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* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Initial Notes listed. See Instruction 2.
USE OF BOOK ENTRY TRANSFER
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _____________________________
DTC Book-Entry Account No.: ________________________________
Transaction Code No.: ______________________________________
6
USE OF GUARANTEED DELIVERY
Holders who wish to tender their Initial Notes and (i) whose Initial
Notes are not immediately available but are not lost, or (ii) who cannot deliver
their Initial Notes, this Letter of Transmittal or any other required documents
to the Exchange Agent prior to the Expiration Date, may effect a tender of such
Initial Notes according to the guaranteed delivery procedures set forth in the
Prospectus and in the instructions to this Letter of Transmittal and must also
complete the Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Initial Notes:_______________
Window Ticket No. (if any):___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________
______________________________________________________________________
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Name of Eligible Institution that Guaranteed Delivery: _____________
DTC Book_Entry Account No.:
If Delivered by Book-Entry Transfer, Name of Tendering
Institution:___________________________________________________________
Transaction Code No.:_
BROKER-DEALER COPIES OF PROSPECTUS
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:_
Address:_
Aggregate Principal Amount of Initial Notes so held:_
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FOR USE BY AFFILIATES
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
INITIAL NOTES IS AN AFFILIATE OF CANWEST.
Name: _________________________________________________________________
Address: ______________________________________________________________
Aggregate Principal Amount of Initial Notes so held: __________________
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF INITIAL NOTES REGARDLESS
OF WHETHER INITIAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Initial
Notes exactly as their name(s) appear(s) on certificate(s) for Initial Notes or,
if tendered by a participant in DTC, exactly as such participant's name appears
on a security position listing as the owner of Initial Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer or other person
acting in a fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence satisfactory to
CanWest of such person's authority to so act. See Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of
the Initial Notes, then the registered Holder(s) must sign a valid proxy.
X _____________________________________Date: ___________________________________
X _____________________________________Date: ___________________________________
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Name(s): _______________________________________________________________________
(PLEASE PRINT)
Capacity: ______________________________________________________________________
Address: _______________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
Tax Identification or Social Security No(s).:
_____________________________________________
_____________________________________________
9
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
________________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
________________________________________________________________________________
________________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
Date: _____________________, 2003
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Initial Notes not exchanged and/or
Exchange Notes issued pursuant to the Exchange Offer are to be issued in the
name of someone other than the person or persons whose signature(s) appear(s)
within this Letter of Transmittal or if Initial Notes tendered by book-entry
transfer that are not accepted for exchange are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue Exchange Notes and/or Initial Notes in the name of:
Name: __________________________________________________________________________
(Please Print)
Address: _______________________________________________________________________
(Please Print)
________________________________________________________________________________
Zip Code
________________________________________________________________________________
TAXPAYER IDENTIFICATION OR SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit exchanged Initial Notes delivered by book-entry transfer to the DTC
account set forth below:
________________________________________________________________________________
(DTC ACCOUNT NUMBER)
Name of Account Party:
________________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Initial Notes not exchanged and/or
Exchange Notes issued pursuant to the Exchange Offer are to be sent to someone
other than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal or to such person or persons at an address different from that
shown in the box entitled "Description of Initial Notes" within this Letter of
Transmittal.
Mail Exchange Notes and/or Initial Notes to:
Name: __________________________________________________________________________
(Please Print)
Address: _______________________________________________________________________
(Please Print)
________________________________________________________________________________
________________________________________________________________________________
Zip Code
________________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER (SEE SUBSTITUTE FORM W-9
HEREIN)
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TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: THE BANK OF NEW YORK, AS EXCHANGE AGENT
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ------------------------
DEPARTMENT OF THE TREASURY Social Security Number
INTERNAL REVENUE SERVICE
OR
PAYER'S REQUEST FOR -------------------------
TAXPAYER IDENTIFICATION Employer Identification
NUMBER (TIN) Number
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PART 2--Certification--Under Penalties of Perjury, PART 3-
I certify that: Awaiting TIN Q [ ]
(1) 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
(2) I am not subject to backup withholding because: (a) I
am exempt from backup withholding, (b) 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 interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
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Certificate instructions-- You must cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE ________________________________ DATE __________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING, CURRENTLY AT THE RATE OF 30%, WITH RESPECT TO ANY PAYMENTS
MADE TO HOLDERS OF EXCHANGE NOTES PURSUANT TO THE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification
Number has not been issued to me, and either (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 60 days, all
reportable payments made to me thereafter will be subject to withholding,
currently at the rate of 30%, until I provide a number.
_________________________________________ _______________________
Signature Date
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND INITIAL NOTES; GUARANTEED
DELIVERY PROCEDURES. The certificates for the tendered Initial Notes (or a
timely confirmation of the book-entry transfer of Initial Notes into the
Exchange Agent's account at DTC of all Initial Notes delivered electronically),
as well as a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein prior to 11:59 P.M., New York City time, on the Expiration Date. Initial
notes may only be tendered in a principal amount of $1,000 and any integral
multiple thereof.
THE METHOD OF DELIVERY OF THE TENDERED INITIAL NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT ARE AT THE
ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. NO LETTER OF TRANSMITTAL OR INITIAL NOTES SHOULD BE SENT
TO CANWEST.
Holders who wish to tender their Initial Notes and whose Initial Notes
are not immediately available, or who cannot deliver their Initial Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis, may tender their Initial Notes pursuant
to the guaranteed delivery procedures set forth in the Prospectus and the
instructions to this Letter of Transmittal below. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution (as defined
below) and the Holder must sign a Notice of Guaranteed Delivery; (ii) on or
prior to the Expiration Date, the Exchange Agent must have received from the
Holder and the Eligible Institution a written or facsimile copy of a properly
completed and duly executed Notice of Guaranteed Delivery setting forth the name
and address of the Holder of the Initial Notes, the certificate number or
numbers of such tendered Initial Notes and the principal amount of Initial Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within five business days after the date of delivery of the Notice of Guaranteed
Delivery, this Letter of Transmittal together with the certificate(s)
representing the Initial Notes (or timely confirmation of the book-entry
transfer of Initial Notes into the Exchange Agent's account at DTC) and any
other required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or copy thereof), as well as all other documents required by this
Letter of Transmittal and the certificate(s) representing all tendered Initial
Notes in proper form for transfer (or timely confirmation of the book-entry
transfer of Initial Notes into the Exchange Agent's account at DTC), must be
received by the Exchange Agent within five business days after the Expiration
Date. Any Holder of Initial Notes who wishes to tender Initial Notes pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery and Letter of Transmittal prior
to 11:59 P.M., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Initial Notes will be determined
by CanWest in its sole discretion, which determination will be final and
binding. CanWest reserves the absolute right to reject any and all Initial Notes
not properly tendered or any Initial Notes CanWest's acceptance of which would,
in the opinion of counsel for CanWest, be unlawful. CanWest also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular Initial Notes. CanWest's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Initial Notes must be cured within
such time as CanWest shall determine. Neither CanWest, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Initial Notes, nor shall any of them
incur any liability for failure to give such notification. Tenders of Initial
Notes will not be deemed to have been made until such defects or irregularities
have been cured or waived and will be returned by the Exchange Agent to the
tendering Holders of Initial Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date unless the
Exchange Offer is extended.
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2. PARTIAL TENDERS; WITHDRAWAL RIGHTS. Tenders of Initial Notes will be
accepted only in the principal amount of $1,000 and integral multiples thereof.
If less than all Initial Notes evidenced by a submitted certificate are
tendered, the tendering Holder should fill in the aggregate principal amount of
Initial Notes tendered in the third column of the box entitled "Description of
Initial Notes." All Initial Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated. A reissued certificate
representing the balance of nontendered Initial Notes will be sent to such
tendering Holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. ALL OF THE INITIAL
NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
Holders may withdraw tenders of Initial Notes at any time prior to
11:59 P.M., New York City time, on the Expiration Date. For the withdrawal to be
effective, the Exchange Agent must receive a written notice of withdrawal at its
address set forth herein prior to the Expiration Date. Any such notice of
withdrawal must: (i) specify the name of the person who tendered the Initial
Notes to be withdrawn; (ii) identify the Initial Notes to be withdrawn,
including the certificate number or numbers and principal amount of such
withdrawn Initial Notes; (iii) be signed by the Holder in the same manner as the
original signature on this Letter of Transmittal by which such Initial Notes
were tendered or as otherwise set forth in Instruction 3, including any required
signature guarantees, or be accompanied by a bond power in the name of the
person withdrawing the tender, in satisfactory form as determined by CanWest in
CanWest's sole discretion, duly executed by the registered Holder, with the
signature thereon guaranteed by an Eligible Institution together with the other
documents required upon transfer by the indenture governing the Notes; and (iv)
specify the name in which such Initial Notes are to be registered, if different
from the person who deposited the Initial Notes pursuant to such documents of
transfer.
CanWest will determine all questions as to the validity, form and
eligibility, including time of receipt, of such withdrawal notices in its sole
discretion. The Initial Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer. Any Initial
Notes which have been tendered for exchange but which are withdrawn will be
returned to their Holder without cost to such Holder as soon as practicable
after withdrawal. Properly withdrawn Initial Notes may be retendered by
following one of the procedures described in "The Exchange Offer-- Procedures
for Tendering Initial Notes" of the Prospectus at any time on or prior to the
Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Initial Notes tendered hereby, the
signature must correspond exactly with the name(s) as written on the face of the
Initial Notes without alteration, enlargement or any change whatsoever.
If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Initial Notes are registered in different names on
several certificates or securities positions listings, it will be necessary to
complete, sign and submit as many separate copies of this Letter of Transmittal
as there are different registrations.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of Initial Notes listed herein, such Initial Notes must be
endorsed or accompanied by properly completed bond powers signed by the
registered Holder exactly as the name(s) of the registered Holder or Holders
appears on the Initial Notes with the signatures on the Initial Notes or the
bond powers guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Initial Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
CanWest, evidence satisfactory to CanWest of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on Initial Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
15
Signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an eligible guarantor institution that is
a member of or participant in the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (an "Eligible Institution"), unless the Initial
Notes tendered pursuant hereto are tendered (i) by a registered Holder
(including any participant in DTC whose name appears on a security position
listing as the owner of Initial Notes) who has not completed the box set forth
herein entitled "Special Issuance Instructions" or "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution. If signatures
on this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, the guarantee must be by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
or substitute Initial Notes for any principal amount not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. A Holder of Initial Notes
tendering Initial Notes by book-entry transfer may request that Initial Notes
not exchanged be credited to such account maintained at DTC as such Holder may
designate hereon. If no such instructions are given, such Initial Notes not
exchanged will be returned to the name or address of the person signing this
Letter of Transmittal or credited to the account listed beneath the box entitled
"Description of Initial Notes," as the case may be.
5. TAXPAYER IDENTIFICATION NUMBER. Federal income tax law generally
requires that a tendering Holder whose Initial Notes are accepted for exchange
must provide CanWest with such Holder's correct taxpayer identification number
("TIN") on Substitute Form W-9, which, in the case of a tendering Holder who is
an individual, is his or her social security number. If CanWest is not provided
with the current TIN or an adequate basis for an exemption, such tendering
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, delivery to such tendering Holder of Exchange Notes may be subject
to backup withholding, currently at the rate of 30% (subject to future
adjustment), with respect to all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Initial Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering Holder of Initial Notes
must provide its correct TIN by completing the Substitute Form W-9 included
herein, certifying that the TIN provided is correct (or that such Holder is
awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii)
the Holder has not been notified by the Internal Revenue Service that such
Holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
Holder that such Holder is no longer subject to backup withholding. If the
tendering Holder of Initial Notes is a nonresident alien or foreign entity not
subject to backup withholding, such Holder must give CanWest a completed Form
W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Initial Notes are in more than one name or are not in the
name of the actual owner, such Holder should consult the W-9 Guidelines for
instructions on applying for a TIN, check the box in Part 3 of the Substitute
Form W-9 and write "applied for" in lieu of its TIN. Note: Checking such box and
writing "applied for" on the form means that such Holder has already applied for
a TIN or that such Holder intends to apply for one in the near future. If such
Holder does not provide its TIN to CanWest within 60 days, backup withholding
will begin and continue until such Holder furnishes its TIN to CanWest.
6. TRANSFER TAXES. CanWest will pay all transfer taxes, if any, applicable
to the exchange of Initial Notes pursuant to the Exchange Offer. If, however, a
transfer tax is imposed for any reason other than the exchange of Initial Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes,
whether imposed on the registered Holder or any other person, will be payable by
the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder.
16
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE INITIAL NOTES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. WAIVER OF CONDITIONS. CanWest reserves the absolute right to amend,
waive or modify, in whole or in part, any or all of the conditions to the
Exchange Offer set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES. Any Holder whose
Initial Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instructions. The
Holder will then be instructed as to the steps that must be taken to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the Initial Notes have been replaced.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth herein.
10. DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Initial Notes will be determined by CanWest in its sole discretion, which
determination will be final and binding. CanWest reserves the absolute right to
reject any and all Initial Notes not properly tendered or any Initial Notes
CanWest's acceptance of which would, in the opinion of counsel for CanWest, be
unlawful. CanWest also reserves the right to waive any defects, irregularities
or conditions of tender as to particular Initial Notes. CanWest's interpretation
of the terms and conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Initial
Notes must be cured within such time as CanWest shall determine. Neither
CanWest, the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Initial
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Initial Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived and will be
returned by the Exchange Agent to the tendering Holders of Initial Notes, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date unless the Exchange Offer is extended.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Initial Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Initial Notes for exchange.
12. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Initial Notes being tendered and the certificate
number or numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
IMPORTANT: TO TENDER IN THE EXCHANGE OFFER, A HOLDER MUST COMPLETE,
SIGN AND DATE THIS LETTER OF TRANSMITTAL OR A COPY HEREOF (TOGETHER WITH
CERTIFICATES FOR INITIAL NOTES AND ALL OTHER REQUIRED DOCUMENTS) AND HAVE THE
SIGNATURES HEREON GUARANTEED IF REQUIRED BY THIS LETTER OF TRANSMITTAL, OR
DELIVER A NOTICE OF GUARANTEED DELIVERY, TO THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.
17
Exchange Agent:
THE BANK OF NEW YORK
- -------------------------------------------------------------------------------------------------------------
Facsimile Transmissions:
By Hand or Overnight Delivery: (Eligible Institutions Only) By Registered or Certified Mail:
- -------------------------------------------------------------------------------------------------------------
The Bank of New York (212) 298-1915 The Bank of New York
101 Barclay Street - 7 East 101 Barclay Street - 7 East
New York, New York 10286 New York, New York 10286
Attention: Bernard Arsenec Attention: Bernard Arsenec
- -------------------------------------------------------------------------------------------------------------
To Confirm Facsimile
by Telephone or for Information Call:
[(212) 495-1646]
18
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR--Social Security numbers (SSN) have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers (EIN) have nine digits
separated by one hyphen: i.e. 00-0000000. The table below will help determine
the number to give the payor.
GIVE THE
GIVE THE SOCIAL EMPLOYER
SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ---------------------------------------------------------- --------------------------------------------------------
1. Individual The individual 6. Sole proprietary The owner(3)
- ---------------------------------------------------------- --------------------------------------------------------
2. Two or more individuals The actual owner of 7. A valid trust, estate The legal entity(4)
(joint account) the account or, if or pension trust
combined funds, the
first individual on 8. Corporate The corporation
the account(1)
- ---------------------------------------------------------- --------------------------------------------------------
3. Custodian account of a The minor(2) 9. Association, club, The organization
minor (Uniform Gift to religious,
Minors Act) charitable,
educational or other
tax-exempt
organization
- ---------------------------------------------------------- --------------------------------------------------------
4. a. The usual revocable The 10. Partnership The partnership
savings trust (grantor is grantor-trustee(1)
also trustee) 11. A broker or registered The broker or nominee
b. So-called trust account The actual owner(1) nominee
that is not a legal or
valid trust under State
law
- ---------------------------------------------------------- --------------------------------------------------------
5. Sole proprietorship The owner(3) 12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district or prison)
that receives
agricultural program
payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show your individual name. You may also enter your business name. You may
use your SSN or EIN.
(4) List first and circle the name of the valid trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
PAGE 2
NAME
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN"), apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security Card,
from your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number, from your local Internal Revenue
Service ("IRS") office.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in (1)
through (13) and a person registered under the Investment Advisers Act of 1940
who regularly acts as a broker are exempt. Payments subject to reordering under
sections 6041 and 6041A are generally exempt from backup withholding only if
made to payees described in items (1) through (7), except that a corporation
that provides medical and health care services or bills and collects payments
for such services is not exempt from backup withholding or information
reporting.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual
retirement plan ("IRA"), or a custodial account under section
403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or describedin section 4947.
Payments of dividends generally not subject to backup withholding
include the following:
- - Payments to nonresident aliens subject to withholding under section
1441.
- - Payments to partnerships not engaged in a trade or business in the U.S.
and that have at least one nonresident partner.
- - Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding
include the following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payor's trade or business and you have not
provided your correct TIN to the payor.
- - Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid by you.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041A(a), 6042,
6044, 6045, 6049, 6050A and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
qualified to file a tax return. Payors must generally withhold 30% (subject to
future adjustments) of taxable interest, dividend and certain other payments to
a payee who does not furnish a TIN to a payor. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TIN--If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE IRS.