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EXHIBIT 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
, 1998 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
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NETWORK PLUS CORP.
234 COPELAND STREET
QUINCY, MA 02169
LETTER OF TRANSMITTAL
FOR 13.5% SERIES A CUMULATIVE PREFERRED
STOCK DUE 2009
Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, NY 10005
Attention: Exchange Department
By Facsimile:
718-234-5001
Confirm by telephone:
800-937-5449
718-921-8200
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
List in Box 1 below the certificate number(s) of the Original Preferred
Shares of which you are the holder. If the space provided in Box 1 is
inadequate, list the certificate numbers of the Original Preferred Shares on a
separate SIGNED schedule and affix that schedule to this Letter.
BOX 1
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TO BE COMPLETED BY ALL TENDERING HOLDERS
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NUMBER
NUMBER OF ORIGINAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE OF ORIGINAL PREFERRED SHARES
(PLEASE FILL IN IF BLANK) NUMBER(S)(1) PREFERRED SHARES TENDERED(2)
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TOTALS:
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(1) Need not be completed if Original Preferred Shares are being tendered by
book-entry transfer.
(2) Unless otherwise indicated, all of the Original Preferred Shares
represented by a certificate or Book-Entry Confirmation delivered to
the Exchange Agent will be deemed to have been tendered.
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The undersigned acknowledges receipt of the Prospectus dated
, 1998 (the "Prospectus") of Network Plus Corp., a Delaware
corporation (the "Company"), and this Letter of Transmittal for 13.5% Series A
Cumulative Preferred Stock Due 2009 which may be amended from time to time (this
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange, for each share of its outstanding 13.5% Series A Cumulative
Preferred Stock Due 2009 issued and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Original
Preferred Shares"), one share of 13.5% Series A1 Cumulative Preferred Stock Due
2009 (the "New Preferred Shares").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Original Preferred Shares who wish to tender their Original
Preferred Shares must, prior to the Expiration Date (1) complete, sign, date and
mail or otherwise deliver this Letter to the Exchange Agent, in person or to the
address set forth above; and (2) tender his or her Original Preferred Shares or,
if a tender of Original Preferred Shares is to be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depository Trust Company
(the "Book-Entry Transfer Facility"), confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter. Holders of Original
Preferred Shares whose certificates are not immediately available, or who are
unable to deliver their certificates or Book-Entry Confirmation and all other
documents required by this Letter to be delivered to the Exchange Agent on or
prior to the Expiration Date, must tender their Original Preferred Shares
according to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer -- How to Tender" in the Prospectus. (See Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or the Company, 234 Copeland Street, Quincy, MA 02169, Attention:
Chief Financial Officer (telephone: (617) 786-4000).
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Company the number of Original Preferred Shares
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Original Preferred Shares tendered with this Letter, the undersigned
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to the Original Preferred Shares tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company) with respect to the tendered Original
Preferred Shares, with full power of substitution, to (a) deliver certificates
for such Original Preferred Shares; (b) deliver Original Preferred Shares and
all accompanying evidence of transfer and authenticity to or upon the order of
the Company upon receipt by the Exchange Agent, as the undersigned's agent, of
the New Preferred Shares to which the undersigned is entitled upon the
acceptance by the Company of the Original Preferred Shares tendered under the
Exchange Offer; and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of the Original Preferred Shares, all in accordance with
the terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Original
Preferred Shares tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the assignment and transfer of the
Original Preferred Shares tendered.
The undersigned agrees that acceptance of any tendered Original Preferred
Shares by the Company and the issuance of New Preferred Shares in exchange
therefor shall constitute performance in full by the
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Company of its obligations under the Registration Agreement (as defined in the
Prospectus) and that, upon the issuance of the New Preferred Shares, the Company
will have no further obligations or liabilities thereunder (except in certain
limited circumstances). By tendering Original Preferred Shares, the undersigned
certifies (a) that it is not an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act, that it is not a broker-dealer that owns
Original Preferred Shares acquired directly from the Company or an affiliate of
the Company, that it is acquiring the New Preferred Shares in the ordinary
course of the undersigned's business and that the undersigned is not engaged in,
and does not intend to engage in, a distribution of New Preferred Shares or (b)
that it is an "affiliate" (as so defined) of the Company or of the initial
purchasers in the offering of the Original Preferred Shares, and that it will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable to it. If required, the Company will
amend the registration statement relating to the Exchange Offer to include the
selling stockholder information required by Item 507 of Regulation S-K.
The undersigned acknowledges that, if it is a broker-dealer that will
receive New Preferred Shares for its own account in exchange for Original
Preferred Shares that were acquired as a result of market-making activities or
other trading activities, it will deliver a prospectus in connection with any
resale of such New Preferred Shares. By so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned understands that the Company may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in accordance with the procedures set forth in the Instructions contained in
this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver New Preferred Shares (and, if applicable, a
certificate for any Original Preferred Shares not tendered but represented by a
certificate also encompassing Original Preferred Shares which are tendered) to
the undersigned at the address set forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter, the Prospectus shall prevail.
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[ ] CHECK HERE IF TENDERED ORIGINAL PREFERRED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
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[ ] CHECK HERE IF TENDERED ORIGINAL PREFERRED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Window Ticket Number (if available): _____________________________________
Name of Institution which Guaranteed Delivery: ___________________________
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ____________________________________________________________________
Address: _________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
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PLEASE SIGN HERE WHETHER OR NOT ORIGINAL PREFERRED SHARES ARE BEING
PHYSICALLY TENDERED HEREBY
X ______________________________________________________ _________________
X ______________________________________________________ _________________
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number: ___________________________________________
This box must be signed by registered holder(s) of Original Preferred
Shares as their name(s) appear(s) on certificate(s) for Original Preferred
Shares, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Letter. If signature is by
a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. (See Instruction 3)
Name(s): __________________________________________________________________
___________________________________________________________________________
(Please Print)
Capacity: _________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution: (If required by
Instruction 3)
___________________________________________________________________________
(Authorized Signature)
___________________________________________________________________________
(Title)
___________________________________________________________________________
(Name of Firm)
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BOX 3
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TO BE COMPLETED BY ALL TENDERING HOLDERS
_____________________________________________________________________________________________________________________________
PAYOR'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
_____________________________________________________________________________________________________________________________
SUBSTITUTE PART 1 -- Please provide your TIN in the box at right _________________________________
FORM W-9 and certify by signing and dating below. Social Security Number(s)
OR
DEPARTMENT OF THE
TREASURY INTERNAL _________________________________
REVENUE SERVICE Employer Identification
Number
__________________________________________________________________________________________
PAYOR'S REQUEST FOR PART 2 -- Check the Box if you are not subject to
TAXPAYER IDENTIFICATION back-up withholding because (1) you have not been PART 3 --
NUMBER (TIN) notified by the Internal Revenue Service that you are Check if
subject to back-up withholding as a result of failure Awaiting TIN
to report all interest or dividends, or (2) the
Internal Revenue Service has notified you that you [ ]
are no longer subject to back-up withholding, or (3)
you are exempt from back-up withholding. [ ]
__________________________________________________________________________________________
CERTIFICATION -- Under the penalties of perjury, I certify that the information provided
on this Form is true, correct and complete.
_____________________________________________________________________________________________________________________________
Signature ______________________________________________________________________________ Date ____________________ , 1998
_____________________________________________________________________________________________________________________________
Name (Please Print)
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BOX 4 BOX 5
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates To be completed ONLY if certificates
for Original Preferred Shares not for Original Preferred Shares not
exchanged, or for New Preferred Shares, exchanged, or for New Preferred Shares,
are to be issued in the name of someone are to be sent to someone other than the
other than the person whose signature person whose signature appears in Box 2 or
appears in Box 2, or if Original Preferred to an address other than that shown in
Shares delivered by book-entry transfer Box 1.
which are not accepted for exchange are to
be returned by credit to an account Deliver:
maintained at the Book-Entry Transfer (check appropriate boxes)
Facility other than the account indicated
above. [ ] Original Preferred Shares not tendered
[ ] New Preferred Shares, to:
Issue and deliver:
(check appropriate boxes)
Name _____________________________________
[ ] Original Preferred Shares not tendered (PLEASE PRINT)
[ ] New Preferred Shares, to:
Name _____________________________________ Address __________________________________
(PLEASE PRINT)
__________________________________________
Address __________________________________ (INCLUDING ZIP CODE)
__________________________________________
(INCLUDING ZIP CODE)
Please complete the Substitute Form W-9
at Box 3
Tax I.D. or Social Security
Number: __________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Original
Preferred Shares or a Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at its address
set forth herein on or before the Expiration Date. The method of delivery of
this Letter, certificates for Original Preferred Shares or a Book-Entry
Confirmation, as the case may be, and any other required documents is at the
election and risk of the tendering holder, but except as otherwise provided
below, the delivery will be deemed made when actually received by the Exchange
Agent. If delivery is by mail, the use of registered mail with return receipt
requested, properly insured, is suggested.
Holders whose Original Preferred Shares are not immediately available or
who cannot deliver their Original Preferred Shares or a Book-Entry Confirmation,
as the case may be, and all other required documents to the Exchange Agent on or
before the Expiration Date may tender their Original Preferred Shares pursuant
to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedure (i) tender must be made by or through an Eligible Institution (as
defined in the Prospectus under the caption "The Exchange Offer"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by telegram, telex, facsimile transmission, mail or hand delivery) (x) setting
forth the name and address of the holder, the description of the Original
Preferred Shares and number of Original Preferred Shares tendered, (y) stating
that the tender is being made thereby and (z) guaranteeing that, within three
New York Stock Exchange trading days after the date of execution of such Notice
of Guaranteed Delivery, this Letter together with the certificates representing
the Original Preferred Shares or a Book-Entry Confirmation, as the case may be,
and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) the certificates for all
tendered Original Preferred Shares or a Book-Entry Confirmation, as the case may
be, as well as all other documents required by this Letter, must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in the
Prospectus under the caption "The Exchange Offer -- How to Tender."
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Original Preferred Shares will
be determined by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders that are not in
proper form or the acceptance of which, in the opinion of the Company's counsel,
would be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Original Preferred
Shares. All tendering holders, by execution of this Letter, waive any right to
receive notice of acceptance of their Original Preferred Shares.
Neither the Company, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If fewer than all of the Original
Preferred Shares evidenced by a submitted certificate or by a Book-Entry
Confirmation are tendered, the tendering holder must fill in the number tendered
in the fourth column of Box 1 above. All of the Original Preferred Shares
represented by a certificate or by a Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
A certificate for Original Preferred Shares not tendered will be sent to the
holder, unless otherwise provided in Box 5, as soon as practicable after the
Expiration Date, in the event that fewer than all of the Original Preferred
Shares represented by a submitted certificate are tendered (or, in the case of
Original Preferred Shares tendered by book-entry transfer, such non-exchanged
Original Preferred Shares will be credited to an account maintained by the
holder with the Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Original Preferred Shares, a notice of withdrawal must (i) be received
by the Exchange Agent before the Company notifies the Exchange Agent that it has
accepted the tender of Original Preferred Shares pursuant to the Exchange Offer;
(ii) specify the name of the person who tendered the Original Preferred Shares;
(iii) contain a description of the Original Preferred Shares to be withdrawn,
the certificate numbers shown on the particular certificates evidencing such
Original Preferred Shares and the number of Original Preferred Shares
represented
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by such certificates; and (iv) be signed by the holder in the same manner as the
original signature on this Letter (including any required signature guarantee).
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of Original Preferred Shares tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificate(s) for such Original Preferred Shares, without alteration,
enlargement or any change whatsoever.
If any of the Original Preferred Shares tendered hereby are owned by two or
more joint owners, all owners must sign this Letter. If any tendered Original
Preferred Shares are held in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this Letter as
there are names in which certificates are held.
If this Letter is signed by the holder of record and (i) all of the
holder's Original Preferred Shares are tendered; and/or (ii) untendered Original
Preferred Shares, if any, are to be issued to the holder of record, then the
holder of record need not endorse any certificates for tendered Original
Preferred Shares, nor provide a separate bond power. If any other case, the
holder of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is 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
Company of their authority to so act must be submitted, unless waived by the
Company.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Original Preferred Shares are tendered (i) by a holder who has not
completed the Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter; or (ii) for the account of an Eligible
Institution. In the event that the signatures in this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of The Securities
Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges
Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program
(SEMP) (collectively, "Eligible Institutions"). If Original Preferred Shares are
registered in the name of a person other than the signer of this Letter, the
Original Preferred Shares surrendered for exchange must be endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by the Company, in its sole discretion, duly
executed by the registered holder with the signature thereon guaranteed by an
Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the New
Preferred Shares or certificates for Original Preferred Shares not exchanged are
to be issued or sent, if different from the name and address of the person
signing this Letter. In the case of issuance in a different name, the tax
identification number of the person named must also be indicated. Holders
tendering Original Preferred Shares by book-entry transfer may request that
Original Preferred Shares not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Original Preferred Shares are accepted for exchange must
provide the Exchange Agent (as payor) with his or her correct and properly
certified taxpayer identification number ("TIN"), which, in the case of a holder
who is an individual, is his or her social security number. If the Exchange
Agent is not provided with the correct TIN, the holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, delivery to the
holder of the New Preferred Shares pursuant to the Exchange Offer may be subject
to back-up withholding. (If withholding results in overpayment of taxes, a
refund or credit may be obtained.) Exempt holders (including, among others,
substantially all corporations and nonresident aliens) are not subject to these
back-up withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
Under federal income tax laws, payments that may be made by the Company on
account of New Preferred Shares issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to avoid being subject
to back-up withholding, each tendering holder must provide his or her correct
TIN by completing the "Substitute Form W-9" referred to above, certifying that
the TIN provided is the holder's correct TIN(or that the holder is awaiting a
TIN) and that (i) the holder has not been notified by the Internal Revenue
Service that he or she is subject to back-up withholding as a result of failure
to report all interest or dividends; or (ii) the Internal Revenue Service has
notified the holder that he or she is no longer subject to back-up withholding;
or (iii) such holder is exempt from back-up
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withholding. If the Original Preferred Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
information on which TIN to report.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Original Preferred Shares to it or its order
pursuant to the Exchange Offer. If, however, the New Preferred Shares or
certificates for Original Preferred Shares not exchanged are to be delivered to,
or are to be issued in the name of, any person other than the record holder, or
if tendered certificates are recorded in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed by any reason other
than the transfer of Original Preferred Shares to the Company or its order
pursuant to the Exchange Offer, then the amount of such transfer taxes (whether
imposed on the record holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of taxes or exemption from
taxes is not submitted with this Letter, the amount of transfer taxes will be
billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend
or waive any of the specified conditions in the Exchange Offer in the case of
any Original Preferred Shares tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Original Preferred Shares have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered
Original Preferred Shares or a Book-Entry Confirmation and all other required
documents) must be received by the Exchange Agent on or before the Expiration
Date (as defined in the Prospectus).
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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.
000-00-000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. If you are a resident alien and you do not have and
are not eligible to get a social security number, you should obtain from the IRS
an "individual taxpayer identification number" (ITIN) and provide that ITIN. The
table below will help determine the number to give the payer.
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GIVE THE GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
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1. An individual's account The individual 7. Corporate account The corporation
2. Two or more individuals The actual owner of the 8. Religious, charitable, or The organization
(joint account) account or, if combined educational organization
funds, the first account
individual on the 9. Partnership account The partnership
account(1) 10. Association, club, or other The organization
3. Custodian account of a The minor(2) tax-exempt organization
minor (Uniform Gift to 11. A broker or registered The broker or nominee
Minors Act) nominee
4. a. The usual revocable The grantor- trustee(1) 12. Account with the Department The public entity
savings trust account of Agriculture in the name
(grantor is also of a public entity (such as
trustee) a State or local
b. So-called trust account The actual owner(1) government, school
that is not a legal or district, or person) that
valid trust under state receives agricultural
law program payments
5. Sole proprietorship account The owner(4)
6. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
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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) Show the name of the owner. You may, in addition, enter your business or "doing business as" name. You may use either
your social security number or, if you have one, your employer identification number, but the IRS prefers that you use
your social security 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.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number, obtain Form SS-5.
Application for a Social Security Number Card, or Form SS-4, Application for
Employer Identification Number, at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number. In this
event, check the box in Part 3 of the Substitute Form W-9.
PAYEES EXEMPT FOR BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL interest and
dividend payments and broker transactions include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(1), or an individual
retirement plan, or a custodial account under section 403(b)(7) that
satisfies the requirements of section 401(f)(2).
- The United States or any agency or instrumentality thereof.
- A State, 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 registered dealer in securities or commodities registered in the U.S.,
the District of Columbia, or a possession of 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 Company 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 the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
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 non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should complete the Substitute Form W-9 to avoid
possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER IN PART 1, WRITE "EXEMPT" IN PART 1 SIGN
AND DATE THE FORM AND RETURN IT TO THE PAYER.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050D and 6050N.
PRIVACY ACT NOTICE.-- Section 6019 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to IRS. IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. 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 taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless you failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FAILURE 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.
(3) 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.