EXHIBIT 99.3
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATE(S) FOR SHARES OF COMMON STOCK OF
COMMNET CELLULAR INC.
SURRENDERED IN CONNECTION WITH THE MERGER OF
AV ACQUISITION CORP.
WITH AND INTO
COMMNET CELLULAR INC.
This Letter of Transmittal is to accompany certificates for shares of common
stock, par value $.001 per share ("CommNet Common Stock"), of CommNet Cellular
Inc. ("CommNet" or the "Company") if such certificates have not been submitted
pursuant to an effective election (a "Non-Cash Election") to retain shares of
CommNet Common Stock ("Non-Cash Election Shares") in connection with the
proposed merger (the "Merger") of AV Acquisition Corp. ("Newco") with and into
CommNet. Holders of CommNet Common Stock who have previously made an effective
Non-Cash Election (any such holder, an "Electing Holder") need not submit this
Form with respect to the shares covered by such Non-Cash Election. Each share
of CommNet Common Stock subject to such Non-Cash Election will automatically,
subject to proration as described in the Proxy Statement (as defined below), be
converted into the right to retain Non-Cash Election Shares.
By delivering certificates for shares of CommNet Common Stock, the registered
holder of such certificates releases CommNet, Newco and their respective
affiliates, directors, officers, employees, partners, agents, advisors and
representatives, and their respective successors and assigns, from any and all
claims arising from or in connection with the purchase or ownership of such
CommNet Common Stock or the exchange of such CommNet Common Stock pursuant to
the Merger Agreement (as defined herein).
TO: STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
By mail: By hand:
State Street Bank and Trust Company Securities Transfer and Reporting
Corporate Reorganization Services, Inc.
P.O. Box 9061 Corporate Reorganization
Boston, MA 02205 1 Exchange Plaza/55 Broadway, 3rd
By facsimile: Floor
(617) 794-6333 New York, NY 10006
Confirm by telephone to: By overnight courier:
(617) 794-6388 State Street Bank and Trust Company
Corporate Reorganization
Shareholder inquiries:
(800) 426-552370 Campanelli Drive
Braintree, MA 02184
Delivery of this Letter of Transmittal to an address other than as set forth
above does not constitute a valid delivery. PLEASE READ CAREFULLY THE
ACCOMPANYING INSTRUCTIONS.
BOX I
NAME AND
ADDRESS OF SHARES SUBMITTED
REGISTERED (ATTACH ADDITIONAL LIST IF
HOLDER* NECESSARY)
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TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER CERTIFICATE(S)
TOTAL SHARES
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* Only certificates registered in a single form may be deposited with
this Letter of Transmittal. If certificates are registered in different
forms (e.g., John R. Doe and J.R. Doe), it will be necessary to fill
in, sign and submit as many separate Letters of Transmittal as there
are different registrations of certificates.
[_] Check here if you cannot locate certificates. Upon receipt of this Letter
of Transmittal, the Exchange Agent will contact you directly with replacement
instructions.
Ladies and Gentlemen:
In connection with the Merger, the undersigned hereby submits the
certificate(s) for shares of CommNet Common Stock listed in Box I. Delivery of
the enclosed certificates shall be effected, and risk of loss of and title to
such certificates shall pass, only upon delivery thereof to you.
It is understood that this Letter of Transmittal is subject to (i) the
terms, conditions and limitations set forth in the Proxy Statement/Prospectus,
dated August 12, 1997, relating to the Merger (including all annexes thereto,
and as it may be amended or supplemented from time to time, the "Proxy
Statement"), receipt of which is acknowledged by the undersigned, (ii) the
terms of the Agreement and Plan of Merger, dated as of May 27, 1997, as the
same may be amended or supplemented from time to time (the "Merger
Agreement"), a conformed copy of which appears as Annex I to the Proxy
Statement, and (iii) the accompanying Instructions.
By delivering certificates for shares of CommNet Common Stock, the
registered holder of such certificates releases CommNet, Newco and their
respective affiliates, directors, officers, employees, partners, agents,
advisors and representatives, and their respective successors and assigns,
from any and all claims arising from or in connection with the purchase or
ownership of such CommNet Common Stock or the exchange of such CommNet Common
Stock pursuant to the Merger Agreement.
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
such certificates of CommNet Common Stock to CommNet and to receive on behalf
of the undersigned, in exchange for the shares of CommNet Common Stock
represented thereby, any check for cash or, in the event of proration,
certificate for Non-Cash Election Shares issuable in the Merger.
Unless otherwise indicated under Special Payment Instructions below, please
issue any check and/or any certificate for Non-Cash Election Shares issuable
in exchange for the shares of CommNet Common Stock represented by the
certificates submitted hereby in the name of the registered holder(s) of such
CommNet Common Stock. Similarly, unless otherwise indicated under Special
Delivery Instructions, please mail any check and/or any certificate for Non-
Cash Election Shares issuable in exchange for the shares of CommNet Common
Stock represented by the certificates submitted hereby to the registered
holder(s) of CommNet Common Stock at the address or addresses shown above.
BOX II
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS C(5) AND C(6))
To be completed ONLY if the
checks are to be made payable to
someone other than the registered
holder(s) of shares of CommNet
Common Stock.
Name: ______________________________
(Please Print)
------------------------------------
(Please Print)
Address: ___________________________
------------------------------------
(Including Zip Code)
BOX III
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION C(7))
To be completed ONLY if the
checks are to be made payable to
the registered holder(s) of shares
of CommNet Common Stock, but are to
be sent to someone other than the
registered holder(s) or to an
address other than the address of
the registered holder(s) set forth
above.
Name: ______________________________
(Please Print)
------------------------------------
(Please Print)
Address: ___________________________
------------------------------------
(Including Zip Code)
BOX IV
SIGN HERE AND HAVE SIGNATURES GUARANTEED
(SEE INSTRUCTIONS C(1) AND C(6) CONCERNING SIGNATURE GUARANTEE)
--------------------------- Name(s):
----------------------------------------
--------------------------- (Please Print)
--------------------------- Name(s):
SIGNATURE(S) OF OWNER(S) ----------------------------------------
(Please Print)
Must be signed by
registered holder(s) Name(s):
exactly as name(s) ----------------------------------------
appear(s) on stock (Please Print)
certificate(s) or by ----------------------------------------
person(s) authorized to
become registered
holder(s) by certificates
and documents transmitted
herewith. If signature is
by a trustee, executor,
administrator, guardian,
officer of a corporation,
attorney-in-fact or any
other person acting in a
fiduciary capacity, set
forth full title in such
capacity and see
Instruction C(3).
----------------------------------------
(Area Code and Telephone Number(s))
----------------------------------------
----------------------------------------
(Tax Identification or Social Security
Number(s))
Dated:
------------------------------------ ,
1997.
SIGNATURE(S) GUARANTEED
------------------
(SEE INSTRUCTION C(6))
(DO NOT WRITE IN SPACES BELOW)
SHARES
CONVERTED
SHARES INTO
SHARES CONVERTED CHECK AMOUNT OF NON-CASH CERTIFICATE BLOCK
SURRENDERED INTO CASH NO. CHECK ELECTION SHARES NO. NO.
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---------------------
DELIVERY PREPARED BY
------------ CHECKED BY
------------
INSTRUCTIONS
A. SPECIAL CONDITIONS; PRORATION PROCEDURES
Subject to the proration procedures described in the Proxy Statement,
holders of CommNet Common Stock who (i) declined to make a Non-Cash Election,
(ii) failed to make an effective Non-Cash Election or (iii) made an effective
Non-Cash Election but who will not receive Non-Cash Election Shares due to
proration, in each case with respect to any or all of their shares, will
receive in exchange for each share of CommNet Common Stock, the right to
receive $36.00 in cash. See Instruction B.
A description of the proration procedures is set forth in the Proxy
Statement under "THE MERGER--Merger Consideration." A full statement of the
proration procedures is contained in the Merger Agreement and any receipt of
cash is subject to compliance with such procedures.
AS A RESULT OF THE PRORATION PROCEDURES, HOLDERS OF COMMNET COMMON STOCK MAY
RECEIVE NON-CASH ELECTION SHARES OR CASH IN AMOUNTS WHICH VARY FROM THE
AMOUNTS SUCH HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE
THE NUMBER OF NON-CASH ELECTION SHARES OR THE AMOUNT OF CASH ALLOCATED TO THEM
PURSUANT TO SUCH PROCEDURES.
B. RECEIPT OF CHECKS AND/OR CERTIFICATES IN EXCHANGE FOR COMMNET COMMON STOCK
As soon as practicable after the Effective Time, the Exchange Agent will
mail to the registered holder listed in BOX I (or his or her designee listed
in BOX II or III), a check from CommNet for an amount equal to $36.00 in cash
with respect to each share of CommNet Common Stock which is submitted with any
Letter of Transmittal, subject to the proration procedures described in the
Proxy Statement.
No certificates or scrip representing fractional shares of CommNet Common
Stock will be issued in connection with the Merger, and such fractional share
interests will not entitle the owner thereof to vote or to any rights of a
shareholder of the Company after the Merger. Each holder of shares of CommNet
Common Stock exchanged pursuant to the Merger who would otherwise have been
entitled to receive a fraction of a share of retained CommNet Common Stock
(after taking into account all shares of CommNet Common Stock delivered by
such holder) will receive, in lieu thereof, a cash payment (without interest)
representing such holder's proportionate interest in the net proceeds from the
sale by the Exchange Agent (following the deduction of applicable transaction
costs), on behalf of all such holders, of the shares (the "Excess Shares") of
retained CommNet Common Stock representing such fractions. Such sale shall be
made as soon as practicable after the effective time of the Merger.
C. GENERAL
1. Execution and Delivery. This Letter of Transmittal must be properly
filled in, dated and signed in BOX IV, and must be delivered (together with
stock certificates representing the shares of CommNet Common Stock being
submitted) to the Exchange Agent at any of the addresses set forth above.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF THE
SHAREHOLDER, BUT IF SENT BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS SUGGESTED.
2. Inadequate Space. If there is insufficient space on this Form to list all
your stock certificates being submitted to the Exchange Agent, please attach a
separate list.
3. Signatures. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on this Letter of Transmittal should
correspond exactly with the name(s) as written on the face of the
certificate(s) submitted, unless shares of CommNet Common Stock described on
this Letter of Transmittal have been assigned by the registered holder(s), in
which event this Letter of Transmittal should be signed in exactly the same
form as the name of the last transferee indicated on the transfers attached to
or endorsed on the certificates.
If this Letter of Transmittal is signed by a person or persons other than
the registered owners of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the certificates.
If this Letter of Transmittal or any stock certificate(s) or stock power(s)
are signed by a trustee, executor, administrator, guardian, officer of a
corporation, attorney-in-fact or any other person acting in a representative
or fiduciary capacity, the person signing must give such person's full title
in such capacity and appropriate evidence of authority to act in such capacity
must be forwarded with this Letter of Transmittal.
4. Lost or Destroyed Certificates. If your stock certificate(s) has been
either lost or destroyed, please check the box on the front of this Letter of
Transmittal below your name and address and the appropriate forms for
replacement will be sent to you. You will then be instructed as to the steps
you must take in order to receive any checks and/or a stock certificate(s)
representing Non-Cash Election Shares in accordance with the Merger Agreement.
5. Checks and/or New Stock Certificates in Same Name. If any checks or stock
certificate(s) representing Non-Cash Election Shares are to be registered in,
or made payable to the order of, exactly the same name(s) that appears on the
certificate(s) representing shares of CommNet Common Stock submitted with this
Letter of Transmittal, no endorsement of certificate(s) or separate stock
power(s) is required.
6. Checks and/or New Certificates in Different Name. If any checks or stock
certificate(s) representing Non-Cash Election Shares are to be registered in,
or made payable to the order of, other than exactly the name that appears on
the certificate(s) representing shares of CommNet Common Stock submitted for
exchange herewith, such exchange shall not be made by the Exchange Agent
unless the certificates submitted are endorsed, BOX II is completed, and the
signature is guaranteed in BOX IV by a member of a national securities
exchange, a member of the National Association of Securities Dealers, Inc. or
a commercial bank (not a savings bank or a savings & loan association) or
trust company in the United States which is a member in good standing of the
Agent's Medallion Program.
7. Special Delivery Instructions. If the checks are to be made payable to
the order of, or the certificates for Non-Cash Election Shares are to be
registered in, the name of the registered holder(s) of shares of CommNet
Common Stock, but are to be sent to someone other than the registered
holder(s) or to an address other than the address of the registered holder, it
will be necessary to indicate such person or address in BOX III.
8. Miscellaneous. A single check and/or a single stock certificate
representing Non-Cash Election Shares will be issued in exchange for shares of
CommNet Common Stock submitted herewith.
All questions with respect to this Letter of Transmittal will be determined
by CommNet and Newco, which determination shall be conclusive and binding.
9. Backup Federal Income Tax Withholding and Substitute Form W-9. Under the
"backup withholding" provisions of Federal income tax law, the Exchange Agent
may be required to withhold 31% of the amount of any payments made to holders
of CommNet Common Stock pursuant to the Merger. To prevent backup withholding,
each holder should complete and sign the Substitute Form W-9 included in this
Form and either: (a) provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct (or certify that such holder is awaiting a TIN), and certify that (i)
such holder has not been notified by the Internal Revenue Service ("IRS") that
such holder is subject to backup withholding as a result of failure to report
all interest or dividends, or (ii) the IRS has notified such holder that such
holder is no
longer subject to backup withholding; or (b) provide an adequate basis for
exemption. If "Applied For" is written by a holder in Part I of the substitute
Form W-9 and the Exchange Agent is not provided with a TIN within thirty (30)
days following the date of the Substitute Form W-9, the Exchange Agent may
withhold 31% of cash payments made to such holder until such holder furnishes
a TIN to the Exchange Agent. In general, if a holder is an individual, the TIN
is the Social Security number of such holder. In other cases, the correct TIN
may be the employer identification number of such holder. If the certificates
for CommNet Common Stock are registered in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the Exchange Agent is not
provided with the correct TIN or an adequate basis for exemption, the holder
may be subject to a $50 penalty imposed by the IRS and backup withholding at a
rate of 31%. Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
requirements. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to
that individual's exempt status. A form for such statements can be obtained
from the Exchange Agent.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a TIN if you do
not have one and how to complete the Substitute Form W-9 if Stock is held in
more than one name), see the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
CommNet Common Stock to be deemed invalidly tendered, but may require the
Exchange Agent to withhold 31% of the amount of any payments made pursuant to
the Merger. Backup withholding is not an additional Federal income tax.
Rather, the Federal income tax liability of a person 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.
Additional copies of this Form may be obtained from Beacon Hill Partners,
Inc. (whose telephone number is 1-800-253-3814 (toll-free) or 1-212-843-8500
(call collect)).
PAYER:
- -------------------------------------------------------------------------------
Social Security Number
SUBSTITUTE Part I-please provide your OR
Taxpayer Identification
Number in the box at the
right and certify by
signing and dating below.
If you do not have a
number, see OBTAINING A
NUMBER in the enclosed
Guidelines.
Employer
FORM W-9 Identification Number
Department of the Treasury -----------------------
Internal Revenue Service Identification Number
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
(If awaiting TIN,
write "Applied For").
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Part II-For Payees exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
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CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding either because (a) I have not
been notified by the IRS that I am subject to backup withholding as a
result of a failure to report all interests or dividends, or (b) the IRS
has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer
subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
SIGNATURE _____________________________ DATE ________________________, 1997
ADDRESS______________________________________________________________________
CITY STATE ZIP CODE
IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER,
YOU MUST SIGN AND DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me, and that I mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
IRS Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that,
notwithstanding the information above (and the fact that I have completed
this Certification), if I do not provide a Taxpayer Identification Number to
the Exchange Agent within 30 days, 31 percent of all payments made to me
pursuant to the Merger may be withheld.
SIGNATURE _____________________________ DATE ______________________________
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens,
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen, i.e., 00-0000000. The table below will help determine the
number to give the payer.
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GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
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1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the
account or, if combined
funds, the first individual
on the account(1)
3. Husband and wife (joint account) The actual owner of the
account or, if joint funds,
either person(1)
4. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
5. Adult and minor (joint account) The adult or, if the minor
is the only contributor,
the minor(1)
6. Account in the name of guardian or committee for The ward, minor or
a designated ward, minor or incompetent person incompetent person(3)
7. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner(1)
or valid trust under State law
8. Sole proprietorship The owner(4)
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GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
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9. A valid trust, estate or pension trust The legal entity(5)
10. Corporate The corporation
11. Religious, charitable or educational organization The organization
12. Partnership account held in the name of the business The partnership
13. Association, club or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a State or local
government, school district or prison) that receives
agricultural program payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) The name of the owner must be shown.
(5) List first and circle the name of the legal trust, estate or pension
trust. Do not furnish the identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), at the local office of the Social
Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees generally exempted from backup withholding on payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States or any
political subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government or
any agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A dealer in securities or commodities required to register in the United
States or a possession thereof.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a) of the Code.
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends generally not subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under Section 1441 of
the Code.
. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. NOTE: Payees may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and the payee has not
provided his or her correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
. Payments described in Section 6049(b)(5) of the Code to nonresident aliens.
. Payments on tax-free convenant bonds under Section 1451 of the Code.
. Payments made by certain foreign organizations.
Exempt payees described above must still complete the Substitute Form W-9
enclosed herewith to avoid possible erroneous backup withholding. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON THE FORM AND WRITE "EXEMPT" ON THE FACE OF THE FORM.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under Sections 6041,
6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N of the Code.
PRIVACY ACT NOTICE--Section 6109 of the Code requires most recipients of
dividend, interest or other payments to give taxpayer identification numbers
to payers who must report the payments to the IRS. The IRS uses the numbers
for identification purposes and to help verify the accuracy of the recipient's
tax return. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis which results in no
imposition of backup imposition of withholding, you are subject to a
penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.