LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock, $0.01 Par Value of
THE ITALY FUND INC.
(the "Fund")
Tendered Pursuant to the Offer to Purchase
Dated August 7, 2000
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT EASTERN TIME
ON SEPTEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED
The Depositary:
PFPC, Inc.
Depositary Addresses:
By First Class Mail: By Registered, Certified or By Hand:
Express Mail or Overnight Courier:
PFPC, Inc. PFPC, Inc. Securities Transfer & Reporting
c/o EquiServe Trust Company, N.A. c/o Equiserve Trust Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust Company, N.A.
P.O. Box 9573 40 Campanelli Drive 100 William Street
Boston, MA 02205-9573 Braintree, MA 02184 New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
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Name(s) and Address(es) of
Registered Owner(s):
(Please Fill in, if Blank,
Exactly the Name(s) in
Which
Shares Are Registered.)
(Attach Additional Signed
List, if Necessary) Shares Tendered*
- -----------------------------------------------------------------------------
Total Number of
Shares Number
Certificate Represented of Shares
Number(s)* By Certificate(s) Tendered**
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Total Shares
Tendered
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* If the Shares tendered hereby are in certificate form, the certificates
representing such Shares MUST be returned together with this Letter of
Transmittal.
** Need not be completed for Book-Entry Shares.
[_]I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE ITALY FUND, INC.
AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE
INSTRUCTION 3.
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S)
OF THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT PLAN, IF ANY. CHECK THIS BOX [_] IF THERE ARE ANY SUCH
SHARES.
[_]THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER
SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER
OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
This Letter of Transmittal is to be used (a) if you desire to effect the
tender transaction yourself, (b) if you intend to request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you and the Shares are not registered in the name of such broker, dealer,
commercial bank, trust company or other nominee, and (c) by a broker, dealer,
commercial bank, trust company or other nominee effecting the transaction as a
registered owner or on behalf of a registered owner. To accept the Offer in
accordance with its terms, a Letter of Transmittal properly completed and
bearing original signature(s) and the original of any required signature
guarantee(s), any certificates representing Shares tendered, any other
documents required by this Letter of Transmittal must be mailed or delivered
to the Depositary at an appropriate address set forth above and must be
received by the Depositary prior to 12:00 Midnight Eastern Time on September
5, 2000, or such later time and date to which the Offer is extended, unless
the tendering party has satisfied the conditions for guaranteed delivery
described in Section 4(c) of the Offer to Purchase. Delivery of documents to a
book-entry transfer facility does not constitute delivery to the Depositary.
The boxes below are to be checked by eligible institutions only.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Participant Number: ____________________________________________________
[_]CHECK HERE IF 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 Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution Which Guaranteed Delivery: ____________________
DTC Participant Number (if delivered by book-entry transfer): ______________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW:
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to The Italy Fund Inc., a non-diversified, closed-end management
investment company incorporated in Maryland (the "Fund"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of the Fund,
for purchase by the Fund at a price (the "Purchase Price") equal to 98% of the
net asset value ("NAV") per Share determined as of the close of the regular
trading session of the New York Stock Exchange on the date after the
Expiration Date (or, if the Offer as defined below is extended, on the date
after the date to which the offer is extended) in cash, under the terms and
subject to the conditions set forth in the Offer to Purchase dated August 7,
2000, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which Offer to Purchase and Letter of Transmittal together with
any amendments or supplements thereto collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund all right,
title and interest in and to all of the Shares that are being tendered hereby
that are purchased pursuant to the Offer and hereby irrevocably constitutes
and appoints PFPC, Inc. (the "Depositary") as attorney-in-fact of the Signor
with respect to such Shares, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) present certificate(s) for such Shares, if any, for cancellation and
transfer on the Fund's books and (b) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, subject to the
next paragraph, all in accordance with the terms and subject to the conditions
set forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor, if a broker,
dealer, commercial bank, trust company or other nominee, has obtained the
tendering shareholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to
brokers, dealers, commercial banks, trust companies and other nominees; (b)
when and to the extent the Fund accepts the Shares for purchase, the Fund will
acquire good, marketable and unencumbered title thereto, free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to their sale or transfer, and
not subject to any adverse claim; (c) on request, the Signor will execute and
deliver any additional documents that the Depositary or the Fund deems
necessary or desirable to complete the assignment, transfer and purchase of
the Shares tendered hereby; and (d) the Signor has read and agrees to all of
the terms and conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances as set forth in the
Offer to Purchase, the Fund may amend, extend or terminate the Offer or may
not be required to purchase any of the Shares tendered hereby. In any such
event, the Signor understands that certificate(s) for the Shares not
purchased, if any, will be returned to the Signor at its registered address
unless otherwise indicated under the Special Delivery Instructions below. The
Signor recognizes that the Fund has no obligation, pursuant to the Special
Payment Instructions set forth below, to transfer any Shares from the name of
the registered owner thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
The check for the purchase price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated, unless
otherwise indicated below in the box titled Special Payment Instructions or
the box titled Special Delivery Instructions. The Fund will not pay interest
on the purchase price under any circumstances.
3
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
certificates not accepted for payment in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price for any Shares purchased and/or return any
Share certificates not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the purchase price and/or return any Share certificates not
accepted for payment in the name of, and deliver such check and/or return any
such Share certificates to, the person(s) 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 tendered
hereby.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if any cer- To be completed ONLY if any cer-
tificate for Shares not purchased, tificate for Shares not purchased,
and/or a check for the purchase and/or a check for the purchase
price of Shares accepted for pay- price of Shares accepted for pay-
ment, is to be issued in the name ment and issued in the name of the
of someone other than the under- registered owner(s), is to be sent
signed. to someone other than the regis-
tered owner(s) or to the regis-
Issue[_] Check tered owner(s) at an address other
[_] Certificate(s) to: than that shown above.
Name(s) ___________________________ Mail[_] Check
(Please Print) [_] Certificate(s) to:
Address(es) _______________________ Name(s)____________________________
(Please Print)
___________________________________
(City, State Zip Code) Address(es) _______________________
___________________________________ ___________________________________
(Tax Identification or Social (City, State Zip Code)
Security Number(s))
4
SHAREHOLDER(S) SIGN HERE
(See Instructions 1 and 5) (Please See Substitute Form W-9) (Please Print
Except for Signature)
(Signature(s) Exactly as Shares Are Registered)
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(Signatures of Shareholder(s))
Dated:_______________________________________________________________, 2000
Must be signed by registered owner(s) exactly as Shares are registered. If
signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the full title. See Instruction
5. Signature guarantees are required in certain circumstances. See
Instruction 1. By signing this Letter of Transmittal, you represent that
you have read the entire Letter of Transmittal.
Name(s) ___________________________________________________________________
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(Please Print Name(s) of Owner(s) Exactly as Shares Are Registered)
(Tax Identification or Social Security Number(s)): ________________________
Daytime Telephone Number, including Area Code: ____________________________
Guarantee of Signature(s)
(See Instructions 1 and 5) (Please Print Except for Signature) Authorized
Signature
Name ______________________________________________________________________
Title _____________________________________________________________________
Name of Firm ______________________________________________________________
Address ___________________________________________________________________
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(Include Zip Code)
Telephone Number, including Area Code _____________________________________
Dated: ______________________________________________________________, 2000
5
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) of Shares tendered hereby (including, for purposes of
this document, any participant in the book-entry transfer facility of The
Depository Trust Company ("DTC") whose name appears on DTC's security position
listing as the owner of Shares), unless such holder(s) has completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" included in this Letter of Transmittal, or (b) the
Shares are tendered for the account of a firm (an "Eligible Institution")
which is a broker, dealer, commercial bank, credit union, savings association
or other entity which is a member in good standing of a stock transfer
association's approved medallion program (such as STAMP, SEMP or MSP). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be used (a) if Shares 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 by book-entry transfer to the account maintained by the Depositary
pursuant to the procedure set forth in Section 4 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, AND THE PROCESSING FEE IS AT THE
OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Delivery will be deemed made only when actually received by the Depositary.
If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. Shareholders have the responsibility to
cause their Shares (in proper certificated or uncertificated form), this
Letter of Transmittal (or a copy or facsimile hereof) properly completed and
bearing original signature(s) and the original of any required signature
guarantee(s), any other documents required by this Letter of Transmittal to be
timely delivered in accordance with the Offer.
The Fund will not accept any alternative, conditional or contingent tenders.
All tendering shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal (or a
copy or facsimile hereof), waive any right to receive any notice of the
acceptance of their tender.
3. Lost Certificates. In the event that any Italy Fund stockholder is unable
to deliver to the Depositary the Italy Fund Certificate(s) representing his,
her or its shares of Italy Fund Stock due to the loss or destruction of such
Italy Fund Certificate(s), such fact should be indicated on the face of this
Letter of Transmittal. In such case, the stockholder should also contact the
Depositary, to report the lost securities. The Depositary will forward
additional documentation which such stockholder must complete in order to
effectively surrender such lost or destroyed Italy Fund Certificate(s)
(including affidavits of loss and indemnity bonds in lieu thereof). There may
be a fee in respect of lost or destroyed Italy Fund Certificates, but
surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.
4. Inadequate Space. If the space provided in any of the boxes to be
completed is inadequate, the necessary information should be listed on a
separate schedule signed by all of the required signatories and attached
hereto.
5. Proration. If more than 2,012,879 Shares are duly tendered prior to the
expiration of the Offer (and not timely withdrawn), the Fund will purchase
Shares from tendering shareholders, in accordance with the terms
6
and subject to the conditions specified in the Offer to Purchase, on a pro
rata basis (disregarding fractions) in accordance with the number of Shares
duly tendered by each shareholder during the period the Offer is open (and not
timely withdrawn), unless the Fund determines not to purchase any Shares.
Certificates representing Shares tendered but not purchased will be returned
promptly following the termination, expiration or withdrawal of the Offer,
without further expense to the tendering shareholder.
6. Signatures on Letter of Transmittal, Authorizations 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 with the name(s)
as written on the face of the certificate(s) for the Shares tendered without
alteration, enlargement or any change whatsoever.
(b) If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
(c) If any of the tendered Shares are registered in different names
(including Shares attributed to the tendering shareholder for Federal income
tax purposes under Section 318 of the Code) on several certificates, it is
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
(d) If this Letter of Transmittal or any certificate for Shares tendered or
stock powers relating to Shares tendered 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 proper evidence satisfactory to the Fund of
their authority so to act must be submitted.
(e) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares transmitted hereby, no endorsements of certificates or separate
stock powers are required unless payment is to be made to, or certificates for
Shares not purchased are to be issued in the name of, a person other than the
registered holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for the Shares involved. Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
7. Transfer Taxes. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer, provided, however,
that if (a) payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) unpurchased Shares are to be registered
in the name(s) of, any person(s) other than the registered owner(s), or (b) if
any tendered certificate(s) are registered, or the Shares tendered are
otherwise held, in the name(s) of any person(s) other than the registered
owner, the amount of any transfer taxes (whether imposed on the registered
owner(s) or such other person(s)) payable on account of the transfer to such
person(s) will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted
herewith.
8. Special Payment and Delivery Instructions. If certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person
other than the registered owner(s) or if such certificate(s) and/or check(s)
are to be sent to someone other than the registered owner(s) or to the
registered owner(s) at a different address, the captioned boxes "Special
Payment Instructions" and/or "Special Delivery Instructions" in this Letter of
Transmittal must be completed.
9. Determinations of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders 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 determined not to be in
7
appropriate form or not accompanied by the Processing Fee or to refuse to
accept for payment, purchase or pay for, any Shares if, in the opinion of the
Fund's counsel, accepting, purchasing or paying for such Shares would be
unlawful. The Fund also reserves the absolute right to waive any of the
conditions of the Offer or any defect in any tender, whether generally or with
respect to any particular Share(s) or shareholder(s). The Fund's
interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding.
NEITHER THE FUND, ITS BOARD OF DIRECTORS, SSB CITI FUND MANAGEMENT LLC, THE
FUND'S INVESTMENT ADVISER, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE
OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND
NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.
10. Questions and Requests for Assistance and Additional Copies. Questions,
requests for assistance and requests for additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to Georgeson
Shareholder Communications, Inc. (the "Information Agent") at the mailing
address provided above or by telephoning (800) 223-2064. Shareholders who do
not own Shares directly may also obtain such information and copies from their
broker, dealer, commercial bank, trust company or other nominee. Shareholders
who do not own Shares directly are required to tender their Shares through
their broker, dealer, commercial bank, trust company or other nominee and
should NOT submit this Letter of Transmittal to the Depositary.
11. Restriction on Short Sales. Section 14(e) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 14e-4 promulgated
thereunder, make it unlawful for any person, acting alone or in concert with
others, to tender Shares in a partial tender offer for such person's own
account unless at the time of tender, and at the time the Shares are accepted
for payment, the person tendering has a "net long position" equal to or
greater than the amount tendered in (a) Shares, and will deliver or cause to
be delivered such Shares for the purpose of tender to the person making the
Offer within the period specified in the Offer, or (b) an equivalent security
and, upon acceptance of his or her tender, will acquire Shares by conversion,
exchange, or exercise of such equivalent security to the extent required by
the terms of the Offer, and will deliver or cause to be delivered the Shares
so acquired for the purpose of tender to the Fund prior to or on the
Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction
applicable to the tender or guarantee of a tender on behalf of another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering shareholder's
representation that the shareholder has a "net long position" in the Shares
being tendered within the meaning of Rule 14e-4 and that the tender of such
Shares complies with Rule 14e-4.
12. Backup Withholding Tax. Under the U.S. federal income tax laws, the
Depositary may be required to withhold 31% of the amount of any payment made
to certain holders pursuant to the Offer. In order to avoid such backup
withholding tax, each tendering U.S. shareholder who has not already submitted
a correct, completed and signed Form W-9 or Substitute Form W-9 to the Fund
should provide the Depositary with the shareholder's correct taxpayer
identification number ("TIN") by completing a Substitute Form W-9, a copy of
which is included in this Letter of Transmittal. In general, if a U.S.
shareholder is an individual, the TIN is the individual's Social Security
number. If the Depositary is not provided with the correct TIN, the U.S.
shareholder may be subject to a penalty imposed by the Internal Revenue
Service. The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 2 is checked
and payment of the purchase price of Shares is made within 60 days of the
receipt by the Depositary of the Substitute Form W-9, the Depositary is not
required to withhold any backup withholding tax from the payment. Certain U.S.
shareholders (including, among others, all U.S. corporations) are not subject
to these backup withholding and reporting requirements, but should nonetheless
complete a Substitute Form W-9 to avoid the possible erroneous imposition of a
backup withholding tax.
8
In order for a non-U.S. shareholder to avoid the 31% backup withholding tax,
the non-U.S. shareholder must submit a statement to the Depositary signed
under penalties of perjury attesting as to its non-U.S. status. A copy of Form
W-8 and instructions for completing that form are enclosed for such
shareholders.
Backup withholding tax is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding tax
will be reduced by the amount of tax withheld. If backup withholding results
in an overpayment of taxes, the shareholder may claim a refund from the
Internal Revenue Service. All shareholders are urged to consult their own tax
advisors as to the specific tax consequences to them of the Offer.
The tax information set forth above is included for general information only
and may not be applicable to the situations of certain taxpayers.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A COPY OR FACSIMILE HEREOF)
PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY
REQUIRED SIGNATURE GUARANTEE(S), SHARES (IN PROPER CERTIFICATED OR
UNCERTIFICATED FORM) AND OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE
OFFER.
9
PAYOR'S NAME: PFPC, INC., DEPOSITARY
Part 1--PLEASE PROVIDE YOUR Social Security Number
SUBSTITUTE TIN IN THE BOX AT THE RIGHT or
Form W-9 AND CERTIFY BY SIGNING AND Employer Identification
DATING BELOW Number
Department of -------------------------
the Treasury ---------------------------------------------------------------
Internal Name: ________________________________________________
Revenue Service (Please Print)
---------------------------------------------------------------
Certification--Under penalties of perjury, I certify that:
(1) the information provided on this form is true, correct
and complete, and (2) I am not subject to backup withholding
either because (i) I am exempt from backup withholding, (ii)
I have not been notified by the Internal Revenue Services
(the "IRS") that I am subject to backup withholding as a
result of underreporting interest or dividends, or (iii) the
IRS has notified me that I am no longer subject to backup
withholding. (You must cross out item (2) in the immediately
preceding sentence if you have been notified by the IRS that
you are currently subject to backup withholding because you
failed to report all interest and dividends on your return.
Payer's Request Address: _____________________________________________
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(Include Zip Code)
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Signature: ________________ Date: ___________
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Part 2--Awaiting TIN [_] Please see below.
10
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECK THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATION
I certify, under penalties of perjury, that a Taxpayer Identification Number
has not been issued to me, and that 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
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 Depositary is required to withhold 31% of all payments
due to me pursuant to the Offer.
------------------------------------- -------------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
11