1
IMPORTANT TAX INFORMATION
Under the federal income tax law, (i) dividend payments that may be made by
MESA Inc. ("Mesa") on shares of Series A 8% Cumulative Convertible Preferred
Stock issued upon the exercise of Rights and (ii) payments that may be remitted
by the Subscription Agent to Rights holders in respect of Rights sold on such
holders' behalf by the Subscription Agent, may be subject to backup withholding.
Generally, such payments will be subject to backup withholding unless (a) the
holder is exempt from backup withholding or (b) the holder furnishes the payer
with his correct tax identification number and certifies that the number
provided is correct and, in the case of backup withholding on dividend payments,
the holder further certifies that such holder is not subject to backup
withholding due to prior underreporting of interest or dividend income. Each
Rights holder who either exercises Rights or requests the Subscription Agent to
sell Rights and wishes to avoid backup withholding must provide the Subscription
Agent (as Mesa's agent, in respect of exercised Rights, and as payer with
respect to Rights sold by the Subscription Agent) with such Rights holder's
correct taxpayer identification number (or with a certification that such Rights
holder is awaiting a taxpayer identification number) and with a certification
that such Rights holder is not subject to backup withholding, by completing
Substitute Form W-9 below.
Exempt Rights holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In general, in order for a foreign individual to qualify
as an exempt recipient, the Rights holder must submit a statement, signed under
the penalties of perjury, attesting to that individual's exempt status. The form
of such statements can be obtained from the Subscription Agent. Exempt Rights
holders, while not required to file, should file Substitute Form W-9 to avoid
possible erroneous backup withholding. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, Mesa or the Subscription Agent, as the case
may be, will be required to withhold 31% of any such payments made to the Rights
holder. Backup withholding is not an additional tax. Rather, persons subject to
backup withholding are entitled to credit the amount of tax withheld against
their actual tax liability. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments remitted by the Subscription
Agent with respect to Rights sold, the Rights holder is required to notify the
Subscription Agent of his correct taxpayer identification number by completing
the form below certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct (or that such Rights holder is awaiting a
taxpayer identification number). To prevent backup withholding on dividend
payments, the Rights holder must, in addition, certify on Substitute Form W-9
that he is not subject to backup withholding due to prior underreporting of
interest or dividend income.
WHAT NUMBER TO GIVE THE SUBSCRIPTION AGENT
The Rights holder is required to give the Subscription Agent the taxpayer
identification number of the record owner of the Rights. If such record owner is
an individual, the taxpayer identification number is his social security number.
If the Rights are held 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 guidelines on which
number to report. If the Subscription Agent is not provided with the correct
taxpayer identification number in connection with such payments, the Rights
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
2
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
- --------------------------------------------------------------------------------
Name (If joint names, see attached guidelines)
- --------------------------------------------------------------------------------
Business name (Sole proprietors, see attached guidelines)
- --------------------------------------------------------------------------------
Please check appropriate box:
/ / Individual/Sole proprietor / / Corporation / / Partnership / / Other
- --------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.)
- --------------------------------------------------------------------------------
City, state, and ZIP code
PART I -- TAXPAYER ----------------------- PART II -- FOR PAYEES
SUBSTITUTE IDENTIFICATION NO. Social Security Number EXEMPT
FROM BACKUP WITHHOLDING
Form W-9 Enter your taxpayer ----------------------- (SEE ENCLOSED
Department of the Treasury identification number in the Employer Identification GUIDELINES)
Internal Revenue Service appropriate box. For most Number
individuals, this is your
Payer's Request for social security number. If
Taxpayer you do not have a number, see
Identification Number (TIN) How to Obtain a "TIN" in the
enclosed Guidelines.
Note: If the account is in
more than
one name, see the chart in
enclosed
Guidelines to determine what
number
to give.
- ----------------------------
PART III -- 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 because (a) I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or (b) the IRS has notified me that I am no longer subject to
backup withholding.
Certification Guidelines -- 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 are 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).
------------------------------------------------------------------------------
SIGNATURE
-------------------------------------------------------------------- DATE
-------------------------------- , 1996
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SPECIFIC INSTRUCTIONS
NAME
If you are an individual, you must generally enter the name shown on your social
security card. However, if you have changed your last name, for instance, due to
marriage, without informing the Social Security Administration of the name
change, please enter your first name, the last name shown on your social
security card, and your new last name. If you are a sole proprietor, you must
enter your individual name. (Enter either your Social Security Number or
Employer Identification Number in Part I.) You may also enter your business name
or "doing business as" name on the business name line. Enter your name as shown
on your social security card and business name as it was used to apply for your
Employer Identification Number on Form SS-4.
PART I -- TAXPAYER IDENTIFICATION NUMBER (TIN)
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your Social Security Number or Employer Identification Number.
Also see the chart under "Guidelines for Determining Proper Identification
Number to Give to Payer," below, for further clarification of name and TIN
combinations. If you do not have a TIN, follow the instructions under "How To
Obtain a TIN" below.
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends. For a complete list of exempt payees, see "Payees Exempt
from Backup Withholding" below.
If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your complete TIN in Part
I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the payer a completed Form W-8, Certificate of Foreign Status.
PART III -- CERTIFICATION
For a joint account, only the person whose TIN is shown in Part I should sign.
1. INTEREST, DIVIDENDS, AND PAYMENTS OF PROCEEDS RECEIVED BY OR THROUGH A
BROKER. You must sign the certification or backup withholding will apply with
respect to any dividend or interest payments that you receive. If you are
subject to backup withholding and you are merely providing your correct TIN
to the payer, you must cross out item 2 in the certification before signing
the form.
2. OTHER PAYMENTS. You must give your correct TIN, but you do not have to sign
the certification unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the payer's trade or business
for rents, royalties to a nonemployee for services (including attorney and
accounting fees), and payments to certain fishing boat crew members.
PRIVACY ACT NOTICE
Section 6109 requires you to give your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does not
give a TIN to a payer. Certain penalties may also apply.
4
GUIDELINES FOR DETERMINING PROPER IDENTIFICATION NUMBER TO GIVE TO 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.
- ------------------------------------------------------------
GIVE THE SOCIAL
SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
1. An individual's account The individual account
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint funds,
either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult or minor (joint The adult or, if the minor
account) is the only contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(6)
designated ward, minor, or
incompetent person
7.a The usual revocable savings The grantor-trustee(1)
trust account (grantor is
also trustee)
7.b So-called trust account that The actual owner(1)
is not a legal or valid
trust under State law
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
8. Sole proprietorship account The Owner(4)
9. A valid trust, estate, or Legal entity (do not furnish
pension the identifying number of
the personal representative
or trustee unless the legal
entity itself is not
designated in the account
title).(5)
10. Corporate account The Corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local government,
school district, or prison)
that receives agricultural
program payments
- ------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You may use either the owner's social security
number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
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.
5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
HOW TO OBTAIN A TIN
If you don't have a taxpayer identification number, apply for one immediately.
To apply, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local post
office of the Social Security Administration or the Internal Revenue Service.
If you do not have a TIN, write "Applied For" in the space for the TIN in Part
I, sign and date the form, and give it to the payer. Generally, you will then
have 60 days to get a TIN and give it to the payer. If the payer does not
receive your TIN within 60 days, backup withholding, if applicable, will begin
and continue until you furnish your TIN.
NOTE: Writing "Applied For" on the form means that you have already applied for
a TIN or that you intend to apply for one soon. As soon as you receive your TIN,
complete another Form W-9, include your TIN, sign and date the form, and send it
to the payer.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments of
interest, dividends and gross proceeds from a sale or other disposition include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement account, or a custodial account under Section 403(b)(7).
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
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 registered dealer in securities or commodities registered in the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An entity registered at all times under the Investment Act of 1940.
- - A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where a trade or business in the U.S. 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 made to a nominee.
- - Payments to an exempt charitable remainder trust, or a non-exempt trust
described in section 45957(a)(1).
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments to an exempt charitable remainder trust, or a non-exempt trust
described in section 45957(a)(1).
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and gross proceeds from a sale
or other disposition effectuated by or through a broker that are not subject to
information reporting are also not subject to backup withholding. For details,
see the regulations under sections 6041, 6041A(a), 6044, and 6050A.
PENALTIES
(3) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your 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.
(4) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 20% on any portion of
an under-payment attributable to that failure unless there is clear and
convincing evidence to the contrary.
(5) 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 withholding, you are subject to a penalty of $500.
(6) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. 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.