LETTER OF TRANSMITTAL
FOR
SERIES A CONVERTIBLE PREFERRED STOCK
OF
UAL CORPORATION
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _______ __, 1995 (THE "EXPIRATION DATE") UNLESS EXTENDED
BY UAL CORPORATION
Exchange Agent:
[_________________________]
By Hand or Overnight Courier: By Mail:
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated _____ __, 1995
(the "Prospectus") of UAL Corporation (the "Company") which, together with this
Letter of Transmittal (the "Letter of Transmittal"), describes the Company's
offer (the "Exchange Offer") to exchange up to $600,000,000 of its ____%
Convertible Subordinated Debentures due __________, 2025 (the "Debentures") for
shares of its Series A Convertible Preferred Stock (the "Series A Preferred
Stock") with a like aggregate liquidation preference. Exchanges will be made on
a basis of $1,000 principal amount of Debentures (the minimum permitted
denomination) for every ten shares of Series A Preferred Stock (liquidation
preference $100 per share) validly tendered and accepted for exchange in the
Exchange Offer. The Company will pay amounts of less than $1,000 due to any
exchanging shareholder in cash, in lieu of issuing Debentures with a principal
amount of less than $1,000.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Series A Preferred Stock to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers and
Numbers of Shares should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF SERIES A PREFERRED STOCK TENDERED HEREWITH
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Number of
Names(s) and Address(es) of Shares Number of
Registered Holder(s) Certificate Represented by Shares
(Please fill in) Number(s)/*/ Certificate(s)/*/ Tendered/**/
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Total
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/*/ Need not be completed by book-entry holders.
/**/ Unless otherwise indicated, the holder will be deemed to have tendered the
full number of shares of Series A Preferred Stock represented by the
tendered certificates. See Instruction 2.
This Letter of Transmittal is to be used either if certificates for Series
A Preferred Stock are to be forwarded herewith or if delivery of Series A
Preferred Stock is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering" in the
Prospectus. If delivery of Series A Preferred Stock is to be made through book-
entry transfer into the Exchange Agent's account at DTC, this Letter of
Transmittal need not be delivered; provided, however that tenders of Series A
Preferred Stock must be effected in accordance with DTC's Automated Tender Offer
Program ("ATOP") procedures and the procedures set forth in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering--Book Entry Transfer."
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means any person in whose name Series A Preferred
Stock is registered on the books of the Company or any other person who has
obtained a properly completed stock power from the registered holder or any
person whose Series A Preferred Stock is held of record by DTC who desires to
deliver such Series A Preferred Stock by book-entry transfer at DTC.
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Holders whose Series A Preferred Stock is not immediately available or who
cannot deliver their Series A Preferred Stock and all other documents required
hereby to the Exchange Agent prior to the Expiration Date may tender their
Series A Preferred Stock according to the guaranteed delivery procedure set
forth in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering--Guaranteed Delivery."
[_] CHECK HERE IF TENDERED SERIES A PREFERRED STOCK IS BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering
Institution:_____________________________________________________________
The Depository Trust Company
Account Number:_____________ Transaction Code Number:____________________
[_] CHECK HERE IF TENDERED SERIES A PREFERRED STOCK IS BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered
Holder(s):_______________________________________________________________
Name of Eligible Institution
that Guaranteed Delivery:_______________________________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER:
Account Number:_________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described Series A Preferred
Stock. Subject to, and effective upon, the acceptance for exchange of the
Series A Preferred Stock tendered herewith, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Series A Preferred Stock. 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 acts as the agent of the undersigned in connection with the
Exchange Offer) to cause the Series A Preferred Stock to be assigned,
transferred and exchanged. The undersigned represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Series A
Preferred Stock and to acquire Debentures issuable upon the exchange of such
tendered Series A Preferred Stock, and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title to the tendered
Series A Preferred Stock, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned also
warrants that it will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Series A
Preferred Stock or transfer ownership of such Series A Preferred Stock on the
account books maintained by DTC. All authority herein conferred or agreed to be
conferred shall survive the death, bankruptcy or incapacity of the undersigned
and every obligation of the undersigned hereunder shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.
The Company has expressly reserved the right to amend or modify the terms
of the Exchange Offer in any manner, or to withdraw or terminate the Exchange
Offer, at any time for any reason. The undersigned recognizes that as a result
of the foregoing, the Company may not be required to exchange any of the Series
A Preferred Stock tendered hereby and, in such event, the Series A Preferred
Stock not exchanged will be returned to the undersigned at the address shown
below the signature of the undersigned. Tendered Series A Preferred Stock may
be withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by the Company, may be withdrawn at any time after 40 business days
after the date of the Prospectus.
Certificates for all Debentures delivered in exchange for tendered Series A
Preferred Stock and any Series A Preferred Stock delivered herewith but not
exchanged, in each case registered in the name of the undersigned, shall be
delivered to the undersigned at the address shown below the signature of the
undersigned.
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TENDERING HOLDER(S) SIGN HERE
(Complete Accompanying Substitute Form W-9)
_____________________________________________________________________________
_____________________________________________________________________________
Signature of Holder(s)
Dated:_________________, 1995
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Series A Preferred Stock or by any person(s) authorized to
become registered holder(s) by endorsements and documents transmitted herewith
or, if the Series A Preferred Stock is held of record by DTC, the person in
whose name such Series A Preferred Stock is registered on the books of DTC. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth the full title of such person.) See Instruction 3.
Name(s):______________________________________________________________________
____________________________________________________________________________
(Please Print)
Capacity (full title): _______________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. _________________________________
Taxpayer Identification No.__________________________________
GUARANTEE OF SIGNATURES(S)
(If Required--See Instruction 3)
Authorized Signature:_________________________________________________________
Name:_________________________________________________________________________
Title:________________________________________________________________________
Address:______________________________________________________________________
Name of Firm:_________________________________________________________________
Area Code and Telephone No:___________________________________________________
Date:_________________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 3, 4 and 11)
To be completed ONLY if the Debentures for the certificates of Series A
Preferred Shares are to be issued in the name of someone other than the
tendering holder.
Issue the Debentures to:
Name(s)_______________________________________________________________________
(Please Print)
Address: ____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
(Including Zip Code)
Taxpayer Identification No.:___________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates
for all physically delivered Series A Preferred Stock, as well as a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
thereof, and any other documents required by this Letter of Transmittal, or
confirmation of any book-entry transfer to the Exchange Agent's account at DTC
of Series A Preferred Stock tendered by book-entry transfer, must be received by
the Exchange Agent at either of its addresses set forth herein prior to the
Expiration Date (as defined in the Prospectus).
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SERIES A
PREFERRED STOCK AND ANY OTHER REQUIRED DOCUMENTS IS 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. IF SUCH DELIVERY IS BY
MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, BE USED.
Holders whose Series A Preferred Stock is not immediately available or who
cannot deliver their Series A Preferred Stock and all other required documents
to the Exchange Agent prior to the Expiration Date or comply with book-entry
transfer procedures on a timely basis may tender their Series A Preferred Stock
pursuant to the guaranteed delivery procedure set forth in the Prospectus under
"The Exchange Offer--Procedures for Tendering--Guaranteed Delivery."
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution (as defined in Instruction 3); (ii) on or prior to the
Expiration Date the Exchange Agent must have received from such Eligible
Institution a letter, telegram or facsimile transmission setting forth the name
and address of the tendering holder, the names in which such Series A Preferred
Stock is registered, and, if possible, the certificate numbers of the Series A
Preferred Stock to be tendered; and (iii) all tendered Series A Preferred Stock
as well as this Letter of Transmittal and all other documents required by this
Letter of Transmittal, or a confirmation of any book-entry transfer of such
Series A Preferred Stock into the Exchange Agent's account at DTC, must be
received by the Exchange Agent within five New York Stock Exchange trading days
after the date of execution of such letter, telegram or facsimile transmission,
all as provided in the Prospectus under the caption "The Exchange Offer--
Procedures for Tendering--Guaranteed Delivery."
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Series A Preferred Stock for exchange.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire number of
shares of Series A Preferred Stock evidenced by a submitted certificate is
tendered, the tendering holder must fill in the number of shares of Series A
Preferred Stock tendered in the box entitled "Number of Shares Tendered." A
newly issued certificate for Series A Preferred Stock submitted but not tendered
will be sent to such holder as soon as practicable after the Expiration Date.
All Series A Preferred Stock delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Tenders of Series A Preferred Stock pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by the Company, may be withdrawn at any time after 40 business days
after the date of the Prospectus. To be effective, a written notice of
withdrawal delivered by hand, mail delivery or facsimile transmission must be
timely received by the Exchange Agent. Any such notice of withdrawal must
specify the person named in the Letter of Transmittal as having tendered Series
A Preferred Stock to be withdrawn, the certificate numbers of the Series A
Preferred Stock to be withdrawn, the number of shares of Series A Preferred
Stock delivered for exchange, a statement that such a holder is withdrawing its
election to
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have such Series A Preferred Stock exchanged, and the name of the registered
holder of such Series A Preferred Stock, and must be signed by the holder in the
same manner as the original signature on this Letter of Transmittal (including
any required signature guarantees) or be accompanied by evidence satisfactory to
the Company that the person withdrawing the tender has succeeded to the
beneficial ownership of the Series A Preferred Stock being withdrawn. The
Exchange Agent will return properly withdrawn Series A Preferred Stock promptly
following receipt of notice of withdrawal. All questions as to the validity of
notice of withdrawal, including time of receipt, will be determined by the
Company, and such determination will be final and binding on all parties.
Withdrawals of tenders of Series A Preferred Stock may not be rescinded and any
Series A Preferred Stock withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer. Properly withdrawn Series A
Preferred Stock, however, may be retendered by following the procedures therefor
at any time prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered holder(s) of the Series A Preferred Stock tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificates for Series A Preferred Stock, without alteration, enlargement or
any change whatsoever.
If any of the Series A Preferred Stock tendered hereby is owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of shares of Series A Preferred Stock registered in different
names is tendered, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of Series A Preferred Stock.
When this Letter of Transmittal is signed by the registered holder or
holders of Series A Preferred Stock listed and tendered hereby, no endorsements
of certificates or separate written instruments of transfer or exchange are
required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Series A Preferred Stock listed, such Series
A Preferred Stock must be endorsed or accompanied by separate written
instruments of transfer or exchange in form satisfactory to the Company and duly
executed by the registered holder, in either case signed exactly as the name or
names of the registered holder or holders appear(s) on the Series A Preferred
Stock.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or The New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (any of the foregoing
hereinafter referred to as an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Series A Preferred Stock is tendered: (i) by
a registered holder of such Series A Preferred Stock; or (ii) for the account of
an Eligible Institution.
4. TRANSFER TAXES. Holders of the Series A Preferred Stock accepted in
the Exchange Offer are responsible for paying any transfer taxes in connection
with such exchange. If satisfactory evidence of payment
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of such taxes or exemption therefrom is not submitted herewith, the amount of
such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the certificates for Series A Preferred
Stock listed in this Letter of Transmittal.
5. EXTENSIONS, AMENDMENTS AND TERMINATION. The Company expressly
reserves the right to extend, amend or modify the terms of the Exchange Offer in
any manner and withdraw or terminate the Exchange Offer and not accept for
exchange any Series A Preferred Stock, at any time for any reason, including
(without limitation) if fewer than __________ shares of Series A Preferred Stock
are tendered (which condition may be waived by the Company).
6. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any holder whose Series A
Preferred Stock has been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated below for further instructions.
7. 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 addresses and telephone number set forth above.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Series
A Preferred Stock will be resolved by the Company, and such determination will
be final and binding on all parties. The Company reserves the absolute right to
reject any or all Letters of Transmittal or tenders that are not in proper form
or the acceptance of which would, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to the particular Series A Preferred Stock covered by
any Letter of Transmittal or tendered pursuant to such letter. None of the
Company, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Company's interpretation of the
terms and conditions of the Exchange Offer shall be final and binding on all
parties.
9. SUBSTITUTE FORM W-9. Except as described below under "Important Tax
Information," Federal income tax laws require each tendering holder to provide
the Company with a correct taxpayer identification number ("TIN") on the
Substitute Form W-9 which is provided below, and to indicate whether or not the
holder is not subject to backup withholding by crossing out Part 2 on the
Substitute Form W-9 if the holder is currently subject to backup withholding.
Failure to provide the information on the Form or to cross out Part 2 of the
Form (if applicable) may subject the tendering holder to 31% federal income tax
withholding on payments made to the holder. The box in Part 3 of the Form may
be checked if the tendering holder 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 3 is
checked and the holder is not provided with a TIN within sixty (60) days, the
Company will withhold 31% on all such payments thereafter until a TIN is
provided to the Company.
10. WITHHOLDING ON FOREIGN HOLDERS IN CONNECTION WITH THE EXCHANGE OFFER.
United States Federal income tax generally will be withheld from the gross
proceeds payable to a holder that is a non-United States person (a "foreign
holder") (including Debentures that such foreign holder would otherwise be
entitled to receive) unless such foreign holder provides the Exchange Agent with
a Foreign Holder Certification, in form and substance satisfactory to the
Company, in which such holder certifies that such holder's exchange of Series A
Preferred Stock for Debentures pursuant to the Exchange Offer qualifies as a
sale or exchange, rather than as a dividend, for Federal income tax purposes (as
described in "Certain Federal Tax Considerations for Foreign Holders--Exchange
of Series A Preferred Stock for Debentures" in the Prospectus) and such holder
agrees that it will provide additional information to the Company if necessary
to demonstrate such qualification and that it will
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reimburse the Company if it is determined that Federal withholding tax was due.
The withholding rate is ordinarily 30% unless the foreign holder is eligible for
a reduced tax treaty rate with respect to dividend income, in which case
withholding will be made at the reduced treaty rate, or the foreign holder
otherwise establishes to the satisfaction of the withholding agent that such
holder is exempt from tax on such exchange (e.g., by certifying to the
withholding agent on IRS Form 8709 as to such holder's status as a foreign
government). For this purpose, a non-United States person is any person that is
not (i) an individual citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof or (iii) any
estate or trust the income of which is subject to United States Federal income
taxation regardless of the source of such income. Copies of the Foreign Holder
Certification are available from the Exchange Agent. A shareholder's status as
a foreign holder and eligibility for a tax treaty reduced rate of withholding
will be determined by reference to the shareholder's address and to any
outstanding certificates (i.e., Form W-8 or substitute) or statements concerning
eligibility for a reduced rate of withholding, unless facts and circumstances
indicate that reliance is not warranted. EACH FOREIGN HOLDER SHOULD CONSULT
WITH ITS TAX ADVISOR REGARDING THE FOREGOING.
A holder that exchanges Series A Preferred Stock for Debentures on behalf
of a beneficial owner that is a non-United States person will be responsible for
determining whether and what rate of withholding is required on such exchange
and for obtaining any required forms or certifications from such beneficial
owner.
A foreign holder may be eligible to obtain from the U.S. Internal Revenue
Service a refund of any tax withheld if such shareholder meets one of the three
tests for sale or exchange treatment described in "Certain Federal Tax
Considerations for Foreign Holders--Exchange of Series A Preferred Stock for
Debentures" in the Prospectus or otherwise is able to establish that no tax (or
a reduced amount of tax) was due.
11. SPECIAL ISSUANCE INSTRUCTIONS. If the Debentures for the certificates
of Series A Preferred Shares are to be issued in the name of someone other than
the tendering holder, the tendering holder must fill in the information in the
box entitled "Special Issuance Instructions."
12. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR SERIES A PREFERRED STOCK AND ALL OTHER REQUIRED DOCUMENTS)
OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR A NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Series A Preferred
Stock is accepted for exchange is required to provide the Company with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9.
If a holder is an individual, the TIN is the holder's social security number.
If the Company is not provided with the correct TIN, the holder may be subject
to a penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such holder with respect to Debentures acquired pursuant to the
Exchange Offer may be subject to backup withholding.
If backup withholding applies, the Company is required to withhold 31% of
all payments made to the holder. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
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To prevent backup withholding on payments that are made to a holder with
respect to Debentures, the holder is required to notify the Company of his or
its correct TIN by completing the Form below, certifying that the TIN provided
on Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and
whether or not (i) the holder has not been notified by the Internal Revenue
Service that the holder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified the holder that the holder is no longer subject to backup
withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
A corporation must, however, complete the Substitute Form W-9, including
providing its TIN (unless it is a foreign corporation that does not have a TIN)
and indicating that it is exempt from backup withholding, in order to establish
its exemption from backup withholding. A foreign corporation or individual, or
other foreign person, must submit a statement (i.e., Form W-8 or substitute),
signed under penalties of perjury, attesting to such person's status as a non-
United States person. Such statements can be obtained from the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
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PAYER'S NAME: [ _______________________________ ]
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PART 1 -- PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER
IN THE BOX AT RIGHT AND CERTIFY OR _______________________________
BY SIGNING AND DATING BELOW EMPLOYER IDENTIFICATION NUMBER
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SUBSTITUTE PART 2 -- I am not subject to backup withholding because (i) I am FOR PAYEES EXEMPT FROM
FORM W-9 exempt from backup withholding, or (ii) I have not been notified by BACKUP WITHHOLDING
DEPARTMENT OF THE TREASURY the IRS that I am subject to backup withholding as a result of a
INTERNAL REVENUE SERVICE failure to report all interest or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup withholding. Write "EXEMPT" if you
(YOU MUST CROSS OUT THIS PART 2 IF YOU ARE CURRENTLY SUBJECT TO are exempt from backup
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING OF INTEREST OR withholding.
DIVIDENDS ON YOUR TAX RETURN.)
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PAYER'S REQUEST FOR CERTIFICATION -- UNDER PENALTIES OF PERJURY, I PART 3 --
TAXPAYER IDENTIFICATION CERTIFY THAT THE INFORMATION PROVIDED ON THIS
NUMBER (TIN) FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE __________________________ DATE ____________ Awaiting TIN [_]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF ANY PAYMENTS MADE TO YOU 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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CERTIFICATE OF TAXPAYER AWAITING TIN
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, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
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Signature Date
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