EXHIBIT (A)(2)
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 June 20, 2001
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT EASTERN TIME
ON JULY 19, 2001, 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 43025 40 Campanelli Drive 100 William Street
Providence, RI 02940-3025 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*
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Total Number of Number
Certificate Shares 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 certificate representing such Shares MUST be returned
together with this Letter of Transmittal.
**Need not be completed for Book-Entry Shares.
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[_] 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 July 19, 2001, 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
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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 95% 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 July 20, 2001 (or, if the
Offer, as defined below, is extended, on the next business day after the day to
which the offer is extended) in cash, under the terms and subject to the
conditions set forth in the Offer to Purchase dated June 20, 2001, 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.
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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.
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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 certificate for Shares To be completed ONLY if any certificate for Shares
not purchased and/or a check for the purchase price of not purchased, and/or a check for the purchase price of
Shares accepted for payment, is to be issued in the Shares accepted for payment and issued in the name
name of someone other than the undersigned. of the registered owner(s), is to be sent to someone
other than the registered owner(s), or to the registered
Issue[_] Check to: owner(s) at an address other than that shown above.
[_] Certificate(s) to:
Mail[_] Check to:
Name(s) [_] Certificate(s):
(Please Print)
Name(s)
Address(es) (Please Print)
Address(es)
(Include Zip Code)
(City, State, Zip Code)
(Tax Identification or Social Security Numbers)
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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:_________________________________________________________________ , 2001
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:_________________________________________________________________ , 2001
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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 Exchange Agent 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 Information Agent, at their number (800) 223-2064, to report the lost
securities. The Agent 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 Agent.
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 1,691,573 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 and
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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
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final and binding. The Fund reserves the absolute right to reject any or all
tenders determined not to be in 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, SBFM, 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") 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.
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PAYER'S NAME: PFPC, INC., DEPOSITARY
SUBSTITUTE Part I--PLEASE PROVIDE YOUR TIN IN Social Security Number
Form W-9 THE BOX AT THE RIGHT AND CERTIFY BY or
SIGNING AND DATING BELOW. Employer Identification Number
Department of the -------------------------------------------------
Treasury Internal ---------------------------------------------------------------------------------------------------
Revenue Service Name:
(Please Print)
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Address:
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(Include Zip Code)
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Payer's Request 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.
Signature: Date:
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Part 2--Awaiting TIN [_] Please see below.
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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.
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