LETTER OF TRANSMITTAL
SEAGATE TECHNOLOGY INTERNATIONAL
OFFER TO EXCHANGE ALL OUTSTANDING
12 1/2% SENIOR SUBORDINATED NOTES DUE 2007
FOR
12 1/2% SENIOR SUBORDINATED NOTES DUE 2007
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED [_____________], 2001
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[________________], 2001 OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER
MAY BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE
EXPIRATION DATE.
- -------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmission Number: By Hand or Over Night Delivery
(Eligible Institutions Only)
The Bank of New York Attention: The Bank of New York
101 Barclay Street, Floor 7E Reorganization Unit 7E 101 Barclay Street
New York, New York 10286 (212) 815-6339 Corporate Trust Services Window
Attention: Carolle Montreuil Confirmation by telephone: Ground Level
Reorganization Unit, 7E (212) 815-5920 New York, New York 10286
Attention:Carolle Montreuil
Delivery of this letter of transmittal to an address other than as set
forth above, or transmission of instructions via facsimile other than as set
forth above, does not constitute a valid delivery.
The undersigned acknowledges that the undersigned has received a copy
of the prospectus dated [____________], 2001 (as amended or supplemented from
time to time, the "PROSPECTUS"), of Seagate Technology International, a Cayman
Islands limited liability company (the "COMPANY"), and this letter of
transmittal (as amended or supplemented from time to time, the "LETTER OF
TRANSMITTAL"), which together constitute the Company's offer (the "EXCHANGE
OFFER") to exchange up to $210,000,000 aggregate principal amount of 12 1/2%
Senior Subordinated Notes due 2007 (the "EXCHANGE NOTES") of the Company, for an
equal principal amount of the Company's issued and outstanding 12 1/2% Senior
Subordinated Notes due 2007 (the "PRIVATE NOTES").
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to those of the Private
Notes, except that: (i) the Exchange Notes will be registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and will not bear
legends restricting their transfer; (ii) the Exchange Notes will not be entitled
to registration rights that are applicable to the Private Notes under the
Exchange and Registration Rights Agreement, dated as of November 22, 2000, among
the Company, the note guarantors listed therein, Chase Securities Inc., Goldman,
Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"REGISTRATION RIGHTS AGREEMENT"); and (iii) the Exchange Notes will not provide
for liquidated damages upon the failure of the Company to fulfill its
obligations to file and cause to be effective a registration statement.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein have the meanings given
to such terms in the Prospectus.
This Letter of Transmittal is to be completed by holders of Private
Notes (a) if Private Notes are to be forwarded herewith or (b) if tenders of
Private Notes are to be made by book-entry transfer to an account maintained by
The Bank of New York (the "EXCHANGE AGENT") at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering". Delivery of this Letter of
Transmittal and any other required documents should be made to the Exchange
Agent.
If a holder desires to tender Private Notes pursuant to the Exchange
Offer but time will not permit this Letter of Transmittal, the certificates
representing Private Notes or other required documents to reach the Exchange
Agent on or before the Expiration Date, or the procedure for book-entry transfer
cannot be completed on a timely basis, such holder may effect a tender of such
Private Notes in accordance with the guaranteed delivery procedures set forth in
the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures".
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed 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.
List below the Private Notes to which the Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Private Notes should be listed on a separate schedule
affixed hereto.
- -------------------------------------------------------------------------------------------------------
DESCRIPTION OF PRIVATE NOTES
- -------------------------------------------------------------------------------------------------------
- ------------------------------------- --------------------- ----------------------- -------------------
Principal Amount
of Private Notes
Name(s) and Address(es) of Tendered
Registered Holders(s) Aggregate Principal ------------------
- ------------------------------------ Certificate Amount Represented by (if less than
(Please print) Number(s)* Private Notes* all)**
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
- ------------------------------------- --------------------- ----------------------- -------------------
TOTAL
- ------------------------------------- --------------------- ----------------------- -------------------
* Need not be completed if Private Notes are being tendered by book-entry
holders.
** Private Notes may be tendered in whole or in part in integral multiples of
$1,000. Unless this column is completed, a holder will be deemed to have
tendered the full aggregate principal amount of the Private Notes.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:____________________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):__________________________________________
Window Ticket Number (if any):____________________________________________
Name of Eligible Institution that Guaranteed Delivery:____________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:____________________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED PRIVATE
NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE PRIVATE NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:_____________________________________________________________________
Address:__________________________________________________________________
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Private Notes indicated above in exchange for a like aggregate principal amount
of Exchange Notes of the same maturity. Subject to, and effective upon, the
acceptance for exchange of the Private Notes tendered hereby, the undersigned
hereby exchanges, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to such Private Notes.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its 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 Private Notes with the full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates for such Private Notes to the Company and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company, (ii) present such Private Notes for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Private Notes, all in accordance with the terms of
the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Private
Notes tendered hereby and that, when the same are accepted for exchange, 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
claims or proxies. The undersigned 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 the Private
Notes tendered hereby, and the undersigned will comply with its obligations
under the Registration Rights Agreement. The undersigned has read and agreed to
all of the terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered Private Notes by
the Company and the issuance of Exchange Notes in exchange therefor will
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement and that the Company will have no further
obligations or liabilities thereunder.
The name(s) and address(es) of the registered holders of the Private
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Private Notes. The certificate number(s) and the
principal amount(s) of the Private Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on certain interpretive letters by the staff of the Securities
and Exchange Commission (the "SEC") to third parties in unrelated transactions.
On the basis thereof, the Exchange Notes issued in exchange for the Private
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders are not participating in, and
have no arrangement or understanding with any person to participate in, the
distribution of such Exchange Notes. THE UNDERSIGNED ACKNOWLEDGES THAT ANY
HOLDER OF PRIVATE NOTES USING THE EXCHANGE OFFER TO PARTICIPATE IN A
DISTRIBUTION OF THE EXCHANGE NOTES (I) CANNOT RELY ON THE POSITION OF THE STAFF
OF THE SEC ENUNCIATED IN ITS INTERPRETIVE LETTERS AND (II) MUST COMPLY WITH THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH A SECONDARY RESALE TRANSACTION. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of Exchange Notes. If the undersigned is
a broker-dealer that will receive Exchange Notes for its own account in exchange
for Private Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned represents that: (i) it is not an affiliate (as defined
in Rule 405 under the Securities Act) of the Company; (ii) it is not a
broker-dealer tendering Private Notes acquired for its own account directly from
the Company; (iii) any Exchange Notes to be received by it will be acquired in
the ordinary course of its business; and (iv) it is not engaged in, and does not
intend to engage in, a distribution of such Exchange Notes and has no
arrangement or understanding to participate in a distribution of Exchange Notes.
If a holder of Private Notes is engaged in or intends to engage in a
distribution of Exchange Notes or has any arrangement or understanding with
respect to the distribution of Exchange Notes to be acquired pursuant to the
Exchange Offer, such holder may not rely on the applicable interpretations of
the staff of the Commission and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction.
The Company agrees that, subject to the provisions of the Registration
Rights Agreement, the Prospectus may be used by a Participating Broker-Dealer
(as defined below) in connection with resales of Exchange Notes received in
exchange for Private Notes, where such Private Notes were acquired by such
Participating Broker-Dealer for its own account as a result of market-making
activities or other trading activities, for a period of time of up to 180 days
after the date on which the registration statement of which the Prospectus is a
part is declared effective (subject to extension under certain circumstances
described in the Prospectus) or, if earlier, when all such Exchange Notes have
been disposed of by such Participating Broker-Dealer. In that regard, each
broker-dealer who acquired Private Notes for its own account as a result of
market-making or other trading activities (a "PARTICIPATING BROKER-DEALER"), by
tendering such Private Notes and executing this Letter of Transmittal, agrees
that, upon receipt of notice from the Company of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend the
sale of Exchange Notes pursuant to the Prospectus until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or the Company has given notice that the sale of the Exchange
Notes may be resumed, as the case may be. If the Company gives such notice to
suspend the sale of the Exchange Notes, the 180-day period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of Exchange Notes shall be extended by the number of
days during the period from and including the date of the giving of such notice
to and including the date when Participating Broker-Dealers shall have received
copies of the supplemented or amended Prospectus necessary to permit resales of
the Exchange Notes or to and including the date on which the Company has given
notice that the sale of Exchange Notes may be resumed, as the case may be.
The undersigned understands that tenders of the Private Notes pursuant
to any one of the procedures described under the caption "The Exchange Offer --
Procedures for Tendering" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions set forth herein and in
the Prospectus.
The undersigned recognizes that under certain circumstances set forth
in the Prospectus under the caption "The Exchange Offer -- Certain Conditions to
the Exchange Offer" the Company will not be required to accept for exchange any
of the Private Notes tendered. Private Notes not accepted for exchange or
withdrawn will be returned to the undersigned at the address set forth below
unless otherwise indicated under "Special Delivery Instructions" below (or, in
the case of Private Notes tendered by book-entry transfer, credited to an
account maintained by the tendering holder at DTC).
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes
(and, if applicable, any substitute certificates representing Private Notes not
exchanged or not accepted for exchange) be issued in the name(s) of the
undersigned and be delivered to the undersigned at the address, or, in the case
of book-entry transfer of Private Notes, be credited to the account at DTC shown
above in the box entitled "Description of Private Notes."
Holders of the Private Notes whose Private Notes are accepted for
exchange will not receive accrued interest on such Private Notes for any period
from and after the last interest payment date to which interest has been paid or
duly provided for on such Private Notes prior to the original issue date of the
Exchange Notes or, if no such interest has been paid or duly provided for, will
not receive any accrued interest on such Private Notes, and the undersigned
waives the right to receive any interest on such Private Notes accrued from and
after such interest payment date or, if no such interest has been paid or duly
provided for, from and after the original issue date of the Exchange Notes.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Private Notes tendered hereby. All
authority herein conferred or agreed to be
conferred in this Letter of Transmittal shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
This tender may be withdrawn only in accordance with the procedures set forth in
the Prospectus and in the instructions contained in this Letter of Transmittal.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF PRIVATE
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH PRIVATE
NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO
HAVE TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX ABOVE. ANY FINANCIAL
INSTITUTION THAT IS A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY'S SYSTEMS
MAY MAKE BOOK-ENTRY DELIVERY OF PRIVATE NOTES BY CAUSING THE BOOK-ENTRY TRANSFER
FACILITY TO TRANSFER SUCH PRIVATE NOTES INTO THE EXCHANGE AGENT'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES. ALTHOUGH DELIVERY OF PRIVATE NOTES MAY BE EFFECTED
THROUGH BOOK-ENTRY TRANSFER AT THE BOOK-ENTRY TRANSFER FACILITY, THIS LETTER OF
TRANSMITTAL WITH ALL REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE EXCHANGE AGENT.
- -------------------------------------------------------------------------------
TENDERING HOLDER(S) SIGN HERE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Signature(s) of Holder(s))
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Date:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The above lines must be signed by the registered holder(s) exactly as
their name(s) appear(s) on the Private Notes, or by person(s) authorized to
become registered holder(s) by a properly completed bond power from the
registered holder(s), a copy of which must be transmitted with this Letter of
Transmittal. If Private Notes to which this Letter of Transmittal relate are
held of record by two or more joint holders, then all such holders must sign
this. 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, then please set forth full title. See Instruction 4.
Name(s):
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Please Type or Print)
Capacity:
----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone Number:
------------------------------------------------
Tax Identification or Social Security Number(s):
-------------------------------
- -------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
- -------------------------------------------------------------------------------
(IF REQUIRED BY INSTRUCTION 4)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Authorized Signature:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Dated:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name:
- -------------------------------------------------------------------------------
Title:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name of Firm:
- -------------------------------------------------------------------------------
Address:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(SEE INSTRUCTIONS 4 AND 5)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
To be completed ONLY if Exchange Notes or Private Notes not tendered
are to be issued in the name of someone other than the registered holder of the
Private Notes whose name(s) appear(s) above.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Issue
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[ ] Outstanding Notes not tendered to:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[ ] Exchange Notes to:
- -------------------------------------------------------------------------------
Name(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Address:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
Tax Identification Number:
-----------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(SEE INSTRUCTIONS 4 AND 5)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
To be completed ONLY if Exchange Notes or Private Notes not tendered
are to be sent to someone other than the registered holder of the Private Notes
whose name(s) appear(s) above, or such registered holder(s) at an address other
than that shown above.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Mail
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[ ] Outstanding Notes not tendered to:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[ ] Exchange Notes to:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Address:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
Tax Identification Number:
-----------------------------------------------------
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES
This Letter of Transmittal must accompany, (i) all certificates
representing Private Notes tendered pursuant to the Exchange Offer and (ii) all
tenders of Private Notes made pursuant to the procedures for book-entry transfer
set forth in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering." Certificates representing the Private Notes in proper form for
transfer, or a timely confirmation of a book-entry transfer of such Private
Notes into the Exchange Agent's account at DTC, as well as a properly completed
and duly executed copy of this Letter of Transmittal (or facsimile thereof),
with any required signature guarantees, a Substitute Form W-9 (or facsimile
thereof) and any other documents required by this Letter of Transmittal 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 of Transmittal, the Private Notes
and all other required documents is at the election and risk of the tendering
holders, but delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If such delivery is by mail, it is recommended
that registered mail properly insured, with return receipt requested, be used.
In all cases, sufficient time should be allowed to permit timely delivery.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEED DELIVERY PROCEDURES
If a holder desires to tender Private Notes, but time will not permit a
Letter of Transmittal, certificates representing the Private Notes to be
tendered or other required documents to reach the Exchange Agent on or before
the Expiration Date, or if the procedure for book-entry transfer cannot be
completed on or prior to the Expiration Date, such holder's tender may be
effected if:
(a) such tender is made by or through an Eligible Institution (as
defined below);
(b) on or before the Expiration Date, the Exchange Agent has
received a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available
by the Company (or a facsimile thereof with receipt confirmed
by telephone and an original delivered by guaranteed overnight
courier) from such Eligible Institution setting forth the name
and address of the holder of such Private Notes, the name(s)
in which the Private Notes are
registered and the principal amount of Private Notes tendered
and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange
trading days after the Expiration Date, certificates
representing Private Notes to be tendered, in proper form for
transfer, or a Book-Entry confirmation, as the case may be,
together with a duly executed Letter of Transmittal and any
other documents required by this Letter of Transmittal and the
instructions hereto, will be deposited by such Eligible
Institution with the Exchange Agent; and
(c) a Letter of Transmittal (or a facsimile thereof) and
certificates representing the Private Notes to be tendered, in
proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and all other required documents are received by
the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date.
3. PARTIAL TENDERS AND WITHDRAWAL RIGHTS
Tenders of Private Notes will be accepted only in integral multiples of
$1,000. If less than all the Private Notes evidenced by any Certificate
submitted are to be tendered, fill in the principal amount of Private Notes that
are to be tendered in the box entitled "Principal Amount of Private Notes
Tendered (if less than all)." In such case, new certificate(s) for the remainder
of the Private Notes that were evidenced by your old certificate(s) will only be
sent to the holder of the Private Notes (or, in the case of Private Notes
tendered pursuant to book-entry transfer, will only be credited to the account
at DTC maintained by the holder of the Private Notes) promptly after the
Expiration Date. All Private Notes represented by certificates or subject to a
Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated.
Any holder who has tendered Private Notes may withdraw the tender by
delivering written notice of withdrawal (which may be sent by facsimile) to the
Exchange Agent at its address set forth herein prior to the Expiration Date. Any
such notice of withdrawal must specify the name of the person having tendered
the Private Notes to be withdrawn, identify the Private Notes to be withdrawn
(including the principal amount of such Private Notes) and (where certificates
for Private Notes have been transmitted) specify the name in which such Private
Notes are registered, if different from that of the withdrawing holder. If
certificates for Private Notes have been delivered or otherwise identified to
the Exchange Agent, then, prior to the withdrawal of such certificates, the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless such holder is an Eligible
Institution. If Private Notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Private Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties. Any
Private Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Private Notes that have been
tendered for exchange but that are not exchanged for any reason will be returned
to
the holder thereof without cost to such holder (or, in the case of Private Notes
tendered by book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility pursuant to the book-entry transfer procedures
described above, such Private Notes will be credited to an account maintained
with such Book-Entry Transfer Facility for the Private Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Private Notes may be retendered following one of the
procedures described in the Prospectus under the caption "The Exchange Offer --
Procedures for Tendering."
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES
If this Letter of Transmittal is signed by the registered holder of the
Private Notes tendered herewith, the signature must correspond exactly with the
name as written on the face of the certificates without any alteration,
enlargement or change whatsoever.
If any tendered Private Notes is owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Private Notes is registered in different names on several certificates, it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are names in which tendered Private Notes are
registered.
If this Letter of Transmittal is signed by the registered holder, and
Exchange Notes are to be issued and any untendered or unaccepted principal
amount of Private Notes are to be reissued or returned to the registered holder,
then the registered holder need not and should not endorse any tendered Private
Notes nor provide a separate bond power. In any other case, the registered
holder must either properly endorse the Private Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal (in
either case, executed exactly as the name of the registered holder appears on
such Private Notes), with the signature on the endorsement or bond power
guaranteed by an Eligible Institution, unless such certificates or bond powers
are signed by an Eligible Institution.
If this Letter of Transmittal or any Private Notes or bond powers 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 submit with this
Letter of Transmittal evidence satisfactory to the Company of their authority to
so act.
The signatures on this Letter of Transmittal or a notice of withdrawal,
as the case may be, must be guaranteed unless the Private Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder (which term,
for purposes of this document, shall include any participant in DTC whose name
appears on the register of holders maintained by the Company as owner of the
Private Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in this Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that the
signatures in this Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by a commercial
bank or trust company located or having an office or correspondent in the United
States, or by a member firm of a national securities exchange or of the National
Association of Securities Dealers, Inc., or by a member of a signature medallion
program such as "STAMP" (any of the foregoing being referred to herein as an
"ELIGIBLE INSTITUTION"). If Private Notes are registered in the name of a person
other than the signer of this Letter of Transmittal, the Private Notes
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.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
Tendering holders of Private Notes should indicate in the applicable
box the name and address or account at DTC to which Exchange Notes issued
pursuant to the Exchange Offer and/or substitute Private Notes for principal
amounts not tendered or not accepted for exchange are to be issued, sent or
deposited if different from the name and address or account of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or Social Security number of the person named must
also be indicated. If no such instructions are given, any Exchange Notes will be
issued in the name of, and delivered to, the name and address (or account at
DTC, in the case of any tender by book-entry transfer) of the person signing
this Letter of Transmittal, and any Private Notes not accepted for exchange will
be returned to the name and address (or account at DTC, in the case of any
tender by book-entry transfer) of the person signing this Letter of Transmittal.
6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9
Under the federal income tax laws, payments that may be made by the
Company on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 included in this Letter of Transmittal and either (a)
provide the correct taxpayer identification number ("TIN") and certify, under
penalties of perjury, that the TIN provided is correct and that (i) the holder
has not been notified by the Internal Revenue Service (the "IRS") that the
holder is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the IRS has notified the holder that the holder is
no longer subject to backup withholding; or (b) provide an adequate basis for
exemption. If the tendering holder has not been issued a TIN and has applied for
one, or intends to apply for one in the near future, such holder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute Form
W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I,
the Company (or the Paying Agent under the Indenture governing the Exchange
Notes) will retain 31% of payments made to the tendering holder during the
60-day period following the date of the Substitute Form W-9. If the holder
furnishes the Exchange Agent or the Company with its TIN within 60 days after
the date of the Substitute Form W-9, the Company (or Paying Agent) will remit
such amounts retained during the 60-day period to the holder and no further
amounts shall be retained or withheld from payments made to the holder
thereafter. If, however, the holder has not provided the Exchange Agent or the
Company with its TIN within such 60-day period, the Company (or the Paying
Agent) will remit such previously retained amounts to
the IRS as backup withholding. In general, if a holder is an individual, the
taxpayer identification number is the Social Security Number of such individual.
If the Exchange Agent or the Company is not provided with the correct taxpayer
identification number, the holder may be subject to a U.S. $50 penalty imposed
by the IRS. Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify 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.
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 taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Private Notes are
registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"GUIDELINES").
Failure to complete the Substitute Form W-9 will not, by itself, cause
Private Notes to be deemed invalidly tendered, but may require the Company (or
the Paying Agent) to withhold 31% of the amount of any payments made on account
of the Exchange Notes. 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.
7. TRANSFER TAXES
The Company will pay all transfer taxes, if any, applicable to the
transfer of Private Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Private Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Private Notes tendered herewith, or if
tendered Private Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Private Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment 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 7, it will not be necessary for
transfer tax stamps to be affixed to the Private Notes specified in this Letter
of Transmittal.
8. WAIVER OF CONDITIONS
The Company reserves the absolute right to waive, in whole or in part,
any of the conditions to the Exchange Offer set forth in the Prospectus.
9. NO CONDITIONAL TENDERS
No alternative, conditional, irregular or contingent tenders of Private
Notes or transmittals of this Letter of Transmittal will be accepted. All
tendering holders of Private Notes, by execution of this Letter of Transmittal,
shall waive any right to receive notice of the acceptance of their Private Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is
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.
10. INADEQUATE SPACE
If the space provided herein is inadequate, the aggregate principal
amount of Private Notes being tendered and the certificate number or numbers (if
applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter of Transmittal.
11. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify [_______________] at The Bank of New York,
telephone number [____________]. The holder will then be instructed as to the
steps that must be taken to replace the certificate. This Letter of Transmittal
and related documents cannot be processed until the Private Notes have been
replaced.
12. 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 address and telephone number indicated
above.
13. VALIDITY OF TENDERS
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Private Notes will be determined by the
Company, in its sole discretion, which determination will be final and binding.
The Company reserves the right to reject any and all Private Notes not validly
tendered or any Private Notes, the Company's acceptance of which may, in the
opinion of the Company or counsel to the Company, be unlawful. The Company also
reserves the right to waive any conditions of the Exchange Offer or defects or
irregularities in tenders of Private Notes as to any ineligibility of any holder
who seeks to tender Private Notes in the Exchange Offer, whether or not similar
conditions or irregularities are waived in the case of other holders. Any such
waiver shall not constitute a general waiver of the conditions of the Exchange
Offer by the Company. The interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) by the Company shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Private Notes must
be cured within such time as the Company shall determine. The Company will use
reasonable efforts to give notification of defects or irregularities with
respect
to tenders of Private Notes, but neither the Company nor the Exchange Agent
shall incur any liability for failure to give such notification.
14. ACCEPTANCE OF TENDERED PRIVATE NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF PRIVATE NOTES
Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Private Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered Private Notes when, as and if the
Company has given written and oral notice thereof to the Exchange Agent. If any
tendered Private Notes are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Private Notes will be returned, without expense, to the
name and address shown above or, if Private Notes have been tendered by
book-entry transfer, to the account at DTC shown above, or at a different
address or account at DTC as may be indicated under "Special Delivery
Instructions."
- ---------------------------- -------------------------------------------------------- --------------------------------
PAYER'S NAME:
- ---------------------------- -------------------------------------------------------- --------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING BELOW. ______________________________
FORM W-9 Social Security Number
Department of the Treasury OR
Internal Revenue Service
------------------------------
Employer Identification Number
-------------------------------------------------------- --------------------------------
-------------------------------------------------------- --------------------------------
Payer's Request for
Taxpayer PART 2 PART 3--
Identification Certification--Under penalty of perjury, I certify
Number (TIN) that: Awaiting TIN
(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 am exempt from backup withholding, or
(b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject
to backup withholding as a result of a failure
to report all interest or dividends, or (c)
the IRS has notified me that I am no longer
subject to backup withholding.
-------------------------------------------------------- --------------------------------
-----------------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of under-reporting 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 such item (2).
-----------------------------------------------------------------------------------------
The Internal Revenue Service does not require your
consent to any provision of this SIGN HERE document
other than the certifications required to avoid
backup withholding.
SIGNATURE_____________________________________________________________________________
DATE___________________________________________________________________________________
- ---------------------------- -----------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
reportable payments made to me will be withheld.
Signature ____________________________________________ Date __________, 2001
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer.--Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee 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. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
- --------------------------------------- ---------------------------------
Give the social security number
For this type of account: of--
- --------------------------------------- ---------------------------------
- --------------------------------------- ---------------------------------
1. Individual The Individual
2. Two or more individuals (joint The actual owner of the account
account) or, if combined funds, the
first individual on the account(1)
3. Custodian account of a minor The minor(2)
4. a. The usual revocable savings The grantor-trustee(1)
b. So-called trust account that The actual owner(1)
5. Sole proprietorship The owner(3)
- --------------------------------------- ---------------------------------
- --------------------------------------- ---------------------------------
For this type of account: Give the employer
identification number of--
- --------------------------------------- ---------------------------------
- --------------------------------------- ---------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or The legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, religious, The organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
- -------------------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2. Circle the minor's name and furnish the minor's social security
number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number of
your employer identification number (if you have one).
4. List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer 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.
- -------------------------------------------------------------------------
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 Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number
PAYESS EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
o An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
o The United States or a state thereof, the District of Columbia a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
o An international organization or any agency or instrumentality thereof.
o A foreign government and any political subdivision, agency or instrumentality
thereof.
Payees that may be exempt from backup withholding include:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
o A futures commission merchant registered with the Commodity Futures Trading
Commission.
o A foreign central bank of issue.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
o Payments to nonresident aliens subject to withholding under Section 1441.
o Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
o Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS,OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to payer. Certain penalties may also apply.
PENALTIES
(1) 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.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(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