FORM OF CONSENT AND LETTER OF TRANSMITTAL
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
CONSENT SOLICITATION
and
OFFER TO EXCHANGE
$110,000,000 3% Notes due 2008 of Atlantic Coast Entertainment Holdings, Inc.
for any and all outstanding 11% Notes due 2005 of GB Property Funding Corp.,
which have been registered under the Securities Act of 1933
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THE CONSENT SOLICITATION AND EXCHANGE OFFER AND WITHDRAWAL
RIGHTS EXPIRES AT 12:01 A.M., NEW YORK CITY TIME, ON JULY 1, 2004
("EXPIRATION DATE"), UNLESS EXTENDED
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THE EXCHANGE AGENT FOR THE CONSENT SOLICITATION AND EXCHANGE OFFER IS:
Wells Fargo Bank, National Association
By Registered or Certified Mail or By Hand or Overnight Delivery:
Wells Fargo Bank, N.A.
MAC N9303-121 P.O. Box 1517
Minneapolis, MN 55480
Attention: Corporate Trust Operations
By Hand:
Wells Fargo Bank, N.A.
Corporate Trust Services
Northstar East Bldg.- 12th Floor
608 Second Avenue South
Minneapolis, MN 55402
By Overnight Delivery:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-120
Sixth and Marquette
Minneapolis, MN 55479
By Facsimile (for Eligible Institution Only):
612-667-6282
Attention: Bondholder Communications
Confirm by Telephone:
800-344-5128 or 612-667-9764
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery.
Your bank or broker can assist you in completing this form. The
instructions accompanying this Consent and Letter of Transmittal should be read
carefully before this Consent and Letter of Transmittal is completed.
Questions and requests for assistance or for additional copies of the
solicitation statement and prospectus or this Consent and Letter of Transmittal
may be directed to the information agent at:
Innisfree M&A Incorporated
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Banks and Brokers Call Collect: 212-750-5833
All others Call Toll-Free: 1-888-750-5834
The undersigned acknowledges that it has received this Consent and Letter
of Transmittal and the solicitation statement and prospectus dated ________,
2004 of Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation,
relating to its offer to exchange $1,000 principal amount of 11% Notes due 2005
(the "Existing Notes") of GB Property Funding Corp., a Delaware corporation, for
$1,000 principal amount of Atlantic Holdings' newly issued 3% Notes due 2008
(the "New Notes") plus $100 in cash, as well as cash in respect of all accrued
but unpaid interest on the Existing Notes through the date the exchange offer is
completed (other than accrued interest for which a record date has past, which
amount will be payable to the applicable record holder), that are properly
tendered and accepted for exchange on the terms and conditions set forth in the
solicitation statement and prospectus and this Consent and Letter of
Transmittal. Concurrently with the exchange offer, Atlantic Holdings is also
soliciting consents from holders of the Existing Notes to, the proposed
amendments to the indenture governing the Existing Notes (the "Existing
Indenture"), release the liens on the collateral securing the Existing Notes,
and the terms of the indenture governing the New Notes as described in the
solicitation statement and prospectus. This Consent and Letter of Transmittal
and the solicitation statement and prospectus together constitute Atlantic
Holdings' offer to exchange the New Notes for the Existing Notes, as the same
may be amended or supplemented from time to time.
If a holder tenders its Existing Notes in the exchange offer, it must
deliver a corresponding consent to the amendments to the Existing Indenture, the
release of the liens on the collateral securing the Existing Notes pursuant to
the Existing Indenture under which the Existing Notes were issued and the terms
of the new indenture governing the New Notes (the "New Indenture"). A holder's
completion, execution and delivery of this Consent and Letter of Transmittal
will be deemed to constitute its consent to and authorization and approval of
(a) the proposed amendments to the Existing Indenture, the release of the liens
on the collateral securing the Existing Notes and the terms of the New
Indenture, (b) the execution and delivery, by all parties thereto, of Amendment
Number 1 to the Existing Indenture (including Exhibit A thereto) (the "Amendment
to the Indenture"), among GB Property, as issuer, GB Holdings and Greate Bay
Hotel, as guarantors, and Wells Fargo Bank, National Association, as successor
by merger to Wells Fargo Bank Minnesota, National Association, as trustee, the
Second Amended and Restated Indenture in the form of Exhibit A to the Amendment
to the Existing Indenture (the "Second Amended and Restated Indenture"), among
GB Holdings, as obligor, and Wells Fargo Bank, National Association, as
successor to Wells Fargo Bank, Minnesota, National Association, as trustee, and
the New Indenture and its adoption of and agreement to the terms of the
Amendment to the Indenture and of the grant of consents and waivers contemplated
therein including without limitation, those set forth in Article VIII (entitled
"Waiver") of the Amendment to the Existing Indenture (all of which are hereby
also granted by the holder), unless properly revoked in the manner and during
the periods described herein. A holder shall not be deemed to have issued a
valid consent without properly tendering their Existing Notes and no payment
will be made upon such action.
Atlantic Holdings will issue New Notes for Existing Notes that it has
accepted for exchange under the exchange offer only after the exchange agent
timely receives:
(1) Existing Notes or a timely book-entry confirmation that Existing Notes
have been transferred in the exchange agent's account at The
Depository Trust Company ("DTC"); and
(2) this Consent and Letter of Transmittal, properly completed and duly
executed, and all other required documents or a properly transmitted
agent's message. "Agent's message" means a message, transmitted by DTC
and received by the exchange agent and forming part of a book-entry
confirmation, which states that DTC has received an express
acknowledgment from a participant tendering Existing Notes that are
the subject of the book-entry confirmation that the participant has
received and agrees to be bound by the terms of the Consent and Letter
of Transmittal, and that Atlantic Holdings may enforce that agreement
against the participant. Delivery of the agent's message will satisfy
the terms of the consent solicitation and exchange offer as to
execution and delivery of a Consent and Letter of Transmittal by the
participant identified in the agent's message.
See Instruction 1.
This Consent and Letter of Transmittal is to be completed by a holder that
intends to consent and (i) the Existing Notes are to be forwarded herewith or
(ii) a tender of the Existing Notes, if available, is to be made by book-entry
transfer to the account maintained by the exchange agent at DTC pursuant to the
procedures set forth in "THE CONSENT SOLICITATION AND EXCHANGE OFFER --
Procedures for Tendering and Consenting"
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section of the solicitation statement and prospectus, and, in each case,
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP").
Holders whose Existing Notes are not immediately available, or who are
unable to deliver their Existing Notes or confirmation of the book-entry tender
of their Existing Notes into the exchange agent's account at DTC and all other
documents required by this Consent and Letter of Transmittal to the exchange
agent on or prior to the Expiration Date, must tender their Existing Notes
according to the guaranteed delivery procedures set forth in the solicitation
statement and prospectus under the caption "THE CONSENT SOLICITATION AND
EXCHANGE OFFER -- Guaranteed Delivery." See Instruction 2. Holders of Existing
Notes tendered via the guaranteed delivery procedure will still be required to
properly complete and execute this Consent and Letter of Transmittal.
Any beneficial owner whose Existing Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder of the Existing Notes promptly
and instruct such registered holder of the Existing Notes to tender on behalf of
the beneficial owner. If such beneficial owner wishes to tender on its own
behalf, such beneficial owner must, before completing and executing this Consent
and Letter of Transmittal and delivering its Existing Notes, either make
appropriate arrangements to register ownership of the Existing Notes in such
beneficial owner's name or obtain a properly completed bond power from the
registered holder of the Existing Notes. The transfer of record ownership may
take considerable time.
Holders who desire to tender their Existing Notes in the exchange offer are
required to consent to amendments to the Existing Indenture, the release of the
liens on the collateral securing The Existing Notes pursuant to the Existing
Indenture under which the Existing Notes were issued and the terms of the New
Indenture. The completion, execution and delivery of this Consent and Letter of
Transmittal constitutes your consent, authorization, and approval, with respect
to (a) the proposed amendments to the Existing Indenture, the release of the
liens on the collateral securing the Existing Notes, the terms of the New
Indenture and the Exhibits to the solicitation statement and prospectus, (b) the
execution and delivery, by all parties thereto, of the Amendment to the
Indenture, the Second Amended and Restated Indenture, and the New Indenture each
substantially in the form attached to the solicitation statement and prospectus
as Annex F and G, and (c) the terms of the Amendment to the Indenture and of the
grant of all consents and waivers contemplated therein, including without
limitation the waivers, consents, and agreements of all of the matters referred
to above. Holders of Existing Notes may not deliver consents without tendering
Existing Notes.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
List below the Existing Notes to which this Consent and Letter of
Transmittal relates. If the space provided below is inadequate, certificate or
registration numbers and principal amounts should be listed on a separately
signed schedule affixed hereto.
DESCRIPTION OF 11% NOTES DUE 2005 TENDERED HEREBY
Aggregate
Principal
Name(s) and Address(es) of Registered Certificate Amount
Existing or Represented
Note Holder(s) Registration by Principal Amount
(Please fill in) Number(s)* Existing Notes* Tendered**
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Total
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* Need not be completed by holders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
total principal amount of the Existing Note represented by the Existing
Note indicated. All tenders must be in integral multiples of $1,000.
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[_] CHECK HERE IF THE TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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By crediting the Existing Notes to the exchange agent's account at DTC
using the Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the exchange offer, including
transmitting to the exchange agent an agent's message in which the holder of the
Existing Notes acknowledges and agrees to be bound by the terms of, and makes
the representations and warranties contained in, this Consent and Letter of
Transmittal, the participant at DTC confirms on behalf of itself and the
beneficial owners of such Existing Notes all provisions of this Consent and
Letter of Transmittal (including all representations and warranties) applicable
to it and such beneficial owner as fully as if it had completed the information
required herein and executed and transmitted this Consent and Letter of
Transmittal to the exchange agent. Delivery of the agent's message will satisfy
the terms of the consent solicitation and exchange offer as to execution and
delivery of a Consent and Letter of Transmittal by the participant identified in
the agent's message.
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
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Name of Eligible Institution that Guaranteed Delivery:
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If delivery by book-entry transfer -
Account Number:
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Transaction Code Number:
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NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the consent solicitation
and exchange offer, the undersigned hereby (1) tenders to Atlantic Holdings the
Existing Notes indicated above and (2) agrees and consents to and authorizes and
approves with respect to the Existing Notes tendered hereby (a) the proposed
amendments to the Existing Indenture, the release of the liens on the collateral
securing the Existing Notes, the terms of the New Indenture and the Exhibits to
the Solicitation Statement and Prospectus (b) the execution and delivery by all
parties thereto of the Amendment to the Indenture, the Second Amended and
Restated Indenture, and the New Indenture, and (c) the terms of the Amendment to
the Indenture and of the grant of all consents and waivers contemplated therein,
including without limitation the Waivers, (all of which are hereby granted by
the undersigned). All of the matters referred to in clause (2) above which are
hereby collectively referred to as the "Approved Matters". Subject to, and
effective upon, the acceptance for exchange of such Existing Notes tendered
hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the
order of, Atlantic Holdings all right, title and interest in and to such
Existing Notes as are being tendered hereby. To amend the Existing Indenture,
Atlantic Holdings must receive consent to exchange from the registered holders
of a majority in aggregate principal amount of all outstanding debt securities
issued under the Existing Indenture, voting as a single class (the "Required
Consents"). The undersigned understands that the proposed amendments to the
Existing Indenture will not become operative unless and until (and all of the
consents, authorizations, appointments, waivers, and releases contemplated
herein shall in all events be effective and irrevocable at such time as),
Atlantic Holdings accepts for exchange or purchase debt securities issued under
the Existing Indenture that represent at least the Required Consents. The
undersigned hereby irrevocably constitutes and appoints the exchange agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said exchange agent acts as our agent in connection with the
consent solicitation and exchange offer) with full power of substitution, among
other things, to cause the Existing Notes to be assigned, transferred and
exchanged. Such appointment is effective when and only to the extent that
Atlantic Holdings accepts for exchange the Existing Notes that you have tendered
with the exchange agent. The undersigned represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Existing
Notes and to acquire the New Notes issuable upon the exchange of such tendered
Existing Notes, and that when the same are accepted for exchange, Atlantic
Holdings will acquire good and unencumbered title to the tendered Existing
Notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim.
The undersigned agrees and acknowledges that, by the execution and delivery
of this Consent and Letter of Transmittal, the undersigned agrees to and
consents to and authorizes and approves all of the Approved Matters and grants
all waivers and consents contemplated therein. The forms of the Amendment to the
Indenture, the Second Amended and Restated Indenture and the New Indenture are
attached as exhibits to the solicitation statement and prospectus. The
undersigned understands that the consent provided hereby shall remain in full
force and effect unless and until such consent is revoked, prior to the
expiration date, in accordance with the procedures set forth in the solicitation
statement and prospectus and this Consent and Letter of Transmittal. The
undersigned understands that after the Expiration Date, no consents may be
revoked.
Subject to, and effective upon, the acceptance for exchange of the Existing
Notes for the New Notes, the undersigned unconditionally waives and releases,
and forever discharges and acquits, to the extent permitted by law, GB Holdings
and its subsidiaries and affiliates, the trustee for the Existing Notes
designated in the Existing Indenture, and any of its and their respective
directors, officers, executives, employees, attorneys, advisors or
representatives (the "Released Persons"), from all, and all manner of, actions,
suits, debts, claims, duties, payment and performance of all obligations,
liabilities and indebtedness of every kind, direct or indirect, determined and
undetermined, at law or in equity, whether or not asserted or raised and
existing or alleged to exist or to have existed, at any time, which such holder
of the Existing Notes ever had or has or may have at this time against any
released person, arising out of, relating to, or incurred in connection with,
the Existing Notes, the Existing Indenture governing the Existing Notes, the
consent solicitation and exchange offer, or any transaction entered into
hereunder or thereunder or any action taken or omitted to be taken by the
released persons hereunder or thereunder. The waiver and release are part of the
consideration for exchange of the Existing Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.
The undersigned understands that prior to the expiration date, tenders of
Existing Notes may be withdrawn by written notice of withdrawal received by the
exchange agent at any time prior to such date. A valid withdrawal of
5
tendered Existing Notes prior to the Expiration Date will also constitute the
concurrent valid revocation of such holder's related consent. In order for a
holder to revoke a consent, such holder must withdraw the related Existing
Notes. In the event of a termination of the consent solicitation and exchange
offer, any consent will automatically be deemed revoked and the Existing Notes
pursuant to the exchange offer will be returned to the tendering holders
promptly or, in the case of Existing Notes tendered by book-entry transfer, such
Existing Notes will be credited to the account maintained at the DTC from which
such Existing Notes were delivered.
The undersigned understands that we shall not be required to accept any
tender of Existing Notes and we may terminate or amend the exchange offer and
consent solicitation at any time prior to the completion of the exchange offer.
The undersigned represents that (1) the New Notes acquired pursuant to the
exchange offer are being obtained in the ordinary course of business of the
person receiving such New Notes, whether or not such person is the undersigned,
and (2) neither the undersigned nor any such other person is engaged or intends
to engage in, or has an arrangement or understanding with any person to
participate in, the distribution of such New Notes. If the undersigned or the
person receiving the New Notes covered hereby is a broker-dealer that is
receiving the New Notes for its own account in exchange for Existing Notes that
were acquired as a result of market-making activities or other trading
activities, the undersigned acknowledges that it or such other person will
deliver a prospectus in connection with any resale of such New 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 of 1933 (the "Securities Act"). The undersigned and any such other person
acknowledges that, if they are participating in the exchange offer for the
purposes of distributing the New Notes, (i) they must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with the resale transaction and (ii) failure to comply with such
requirements in such instance could result in the undersigned or any such other
person incurring liability under the Securities Act for which such persons are
not indemnified by Atlantic Holdings. If the undersigned or the person receiving
the New Notes covered by this Consent and Letter of Transmittal is an affiliate
(as defined under Rule 405 of the Securities Act) of Atlantic Holdings, the
undersigned represents that the undersigned understands and acknowledges that
such New Notes may not be offered for resale, resold or otherwise transferred by
the undersigned or such other person without registration under the Securities
Act or an exemption therefrom.
Subject to the foregoing representations and based on interpretations of
the Securities and Exchange Commission ("SEC") staff, New Notes issued pursuant
to the consent solicitation and exchange offer may be offered for resale, resold
or otherwise transferred by their holders without compliance with the
registration and prospectus delivery requirements of the Securities Act. Any
holder who tenders in the exchange offer for the purpose of participating in a
distribution of the New Notes:
(1) cannot rely on the applicable interpretations of the SEC; and
(2) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale
transaction.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the exchange agent or Atlantic
Holdings to be necessary or desirable to complete the exchange, assignment and
transfer of tendered Existing Notes or transfer ownership of such Existing Notes
on the account books maintained by a book-entry transfer facility.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Existing Notes may be withdrawn at any
time prior to the Expiration Date.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the Existing Notes, and if applicable,
substitute certificates representing Existing Notes not exchanged, and a check
in the amount of the cash payment to which the undersigned is entitled plus all
accrued but unpaid interest on the Existing Notes through the date the exchange
offer is completed in the name of the undersigned or, in the case of book-entry
delivery of the Existing Notes, please credit the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes, and if
applicable, substitute certificates representing Existing Notes for any Existing
Notes not exchanged, and a
6
check in the amount of the cash payment to which the undersigned is entitled
plus all accrued but unpaid interest on the Existing Notes through the date the
exchange offer is completed to the undersigned at the address shown above in the
table entitled "Description of 11% Notes due 2005 Tendered Hereby."
The undersigned understands that tenders of the Existing Notes pursuant to
any one of the procedures described under "THE CONSENT SOLICITATION AND EXCHANGE
OFFER -- Procedures for Tendering and Consenting" in the solicitation statement
and prospectus and in the instructions hereto will constitute a binding
agreement between the undersigned and the Atlantic Holdings in accordance with
the terms and subject to the conditions of the consent solicitation and exchange
offer.
All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall survive the death or incapacity of the undersigned,
and every obligation of the undersigned under this Consent and Letter of
Transmittal 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
Consent and Letter of Transmittal.
Unless otherwise indicated under "Special Delivery Instructions" below, the
exchange agent will deliver New Notes (and, if applicable, a certificate for any
Existing Notes not tendered but represented by a certificate also encompassing
Existing Notes which are tendered) to the undersigned at the address set forth
in Box 1.
The undersigned acknowledges that the consent solicitation and exchange
offer is subject to the more detailed terms set forth in the solicitation
statement and prospectus and, in case of any conflict between the terms of the
solicitation statement and prospectus and this Consent and Letter of
Transmittal, the solicitation statement and prospectus shall prevail.
THE UNDERSIGNED, BY COMPLETING THE TABLE ENTITLED "DESCRIPTION OF 11% NOTES
DUE 2005 TENDERED HEREBY" ABOVE AND SIGNING THIS CONSENT AND LETTER OF
TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE EXISTING NOTES AS SET FORTH IN
SUCH TABLE ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS)
By completing, executing and delivering this Consent and Letter of
Transmittal, the undersigned hereby (1) consents, authorizes, and approves with
respect to the Existing Notes tendered hereby to (a) the proposed amendments to
the Existing Indenture, the release of the liens on the collateral securing the
Existing Indenture pursuant to the Existing Indenture under which the Existing
Notes were issued, and the terms of the New Indenture and (b) the execution and
delivery, by all parties thereto, of the Amendment to the Indenture, the Second
Amended and Restated Indenture, and the New Indenture, all as described in the
solicitation statement and prospectus, dated ________________, and (2) tenders
the Existing Notes listed above in the table entitled "Description of 11% Notes
Due 2005 Tendered Hereby" under the column heading "Principal Amount Tendered"
or, if nothing is indicated in such column, with respect to the total principal
amount represented by the Existing Notes described in such table.
X
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X
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Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Existing Notes or on a security position listing as the owner of the
Existing Notes or by person(s) authorized to become registered holder(s)
by properly completed bond powers transmitted herewith. If signature is by
attorney-in-fact, trustee, executor, administrator, guardian, officer of a
corporation or other person acting in a fiduciary capacity, please provide
the following information (please print or type):
SIGNATURE GUARANTEE
(If Required - See Instruction 4)
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Name and Capacity (full title)
7
- --------------------------------------- ---------------------------------------
(Signature of Representative of
- --------------------------------------- Signature Guarantor)
- --------------------------------------- ---------------------------------------
Address (including zip code) (Name and Title)
- --------------------------------------- ---------------------------------------
(Area Code and Telephone Number) (Name of Plan)
- --------------------------------------- ---------------------------------------
(Taxpayer Identification or Social (Area Code and Telephone Number)
Security No.)
Dated: , 2004 Dated: , 2004
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PAYOR'S NAME: [NEWCO INC.]
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TAX Social Security Number
IDENTIFICATION NUMBER ("TIN") IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW
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Form W-9 OR
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Employer Identification Number
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Part 2 - Certification -- Under Penalties of Perjury, I certify that:
1) The number shown on this form is my
correct TIN (or I am waiting for a
number to be issued to me).
2) I am not subject to backup
withholding because (a) I am exempt
from backup withholding, (b) I have
not been notified by the Internal
Revenue Service ("IRS") that I am
subject to backup withholding, as a
result of a failure to report all
interest or dividends, or (c) the
IRS has notified me that I am no
longer subject to backup
withholding.
(3) I am a U.S. person.
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Payer's Request for TIN Certification Instructions-- You must cross out Part 3--
item (2) in Part 2 above if you have been
notified by the IRS that you are subject to
backup withholding because you have failed to Awaiting TIN [_]
report all 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
stating that you are no longer subject to backup
withholding, do not cross out item (2).
Signature Date , 2004
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Name (Please Print)
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE CONSENT
SOLICITATION AND EXCHANGE 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 SUBSTITUTE FORM W-9.
9
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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 (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I have not
provided a taxpayer identification number, 28% of all reportable payments made
to me will be withheld until I provide a number.
- --------------------------------------- --------------------------------, 2004
Signature Date
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Name (Please Print)
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3, 4 and 6)
To be completed ONLY if certificates for Existing Notes not exchanged or
accepted for exchange and/or New Notes issued pursuant to the consent
solicitation and exchange offer are to be issued in the name of, or checks in
the amount of the cash payment and all accrued but unpaid interest are to be
issued to the order of, someone other than the person or persons whose
signature(s) appear(s) on this Consent and Letter of Transmittal above, or
issued to an address different from that shown in the table entitled
"Description of 11% Notes due 2005 Tendered Hereby" if Existing Notes delivered
by book-entry transfer which are not accepted for exchange are to be returned by
credit to an account maintained at DTC other than the account indicated above.
Issue: (please check one or more)
[_] Existing Notes
[_] New Notes
[_] Cash/Check
in the name of:
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Name and Capacity (full title)
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Address (including zip code)
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(Area Code and Telephone Number)
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Taxpayer Identification or Social Security No.
(Complete Substitute W-9)
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Date
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11
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 2, 4 and 5)
To be completed ONLY if certificates for Existing Notes not exchanged or
accepted for exchange and/or New Notes issued pursuant to the consent
solicitation and exchange offer or checks in the amount of the cash payment and
all accrued but unpaid interest are to be sent to someone other than the person
or persons at an address other than that shown in the table entitled
"Description of 11% Notes due 2005 Tendered Hereby" on this Consent and Letter
of Transmittal above.
Issue: (please check one or more)
[_] Existing Notes
[_] New Notes
[_] Cash/Check
in the name of:
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Name and Capacity (full title)
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Address (including zip code)
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(Area Code and Telephone Number)
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Taxpayer Identification or Social Security No.
(Complete Substitute W-9)
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Date
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED
WITH, THIS CONSENT AND LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF
(TOGETHER WITH THE CERTIFICATES FOR THE EXISTING NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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INSTRUCTIONS TO CONSENT AND LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE CONSENT SOLICITATION AND EXCHANGE OFFER
1. Delivery of this Consent and Letter of Transmittal and Existing Notes.
If you wish to tender your Existing Notes for exchange in the consent
solicitation and exchange offer, you must transmit to the exchange agent on or
before 5:00 p.m., New York City time, on the Expiration Date either:
(a) an original or a facsimile of a properly completed and duly executed
copy of this Consent and Letter of Transmittal, together with your Existing
Notes and any other documentation required by this Consent and Letter of
Transmittal, at the address provided on the cover page of this Consent and
Letter of Transmittal, or
(b) if the Existing Notes you own are held of record by DTC in book-entry
form and you are making delivery, by book-entry transfer, a computer-generated
message transmitted by means of DTC's ATOP program in which you acknowledge and
agree to be bound by the terms of this Consent and Letter of Transmittal and
which, when received by the exchange agent, will form a part of a confirmation
of book-entry transfer, DTC will facilitate the exchange of your Existing Notes
and update your account to reflect the issuance of the New Notes to you. ATOP
allows you to electronically transmit your acceptance of the Exchange offer to
DTC instead of physically completing and delivering this Consent and Letter of
Transmittal to the exchange agent.
The method of delivery of this Consent and Letter of Transmittal, the
Existing Notes and any other required documents is at your election and risk,
and except as otherwise provided below, the delivery will be deemed made only
when actually received by the exchange agent. If such delivery is by mail, it is
suggested that registered mail with return receipt requested, properly insured,
be used.
Delivery to an address other than as set forth herein, or instruction via a
facsimile number other than the one set forth herein, will not constitute a
valid delivery.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Consent and Letter of
Transmittal (or facsimile thereof) or otherwise complying with the tender
procedures set forth in the solicitation statement and prospectus, shall waive
any right to receive notice of the acceptance of the Existing Notes for
exchange.
See "THE CONSENT SOLICITATION AND EXCHANGE OFFER" as set forth in the
solicitation statement and prospectus.
2. Guaranteed Delivery Procedures. Guarantee of delivery procedures are
applicable to the Existing Notes. Holders who wish to tender their Existing
Notes, but whose Existing Notes are not immediately available and thus cannot
deliver their Existing Notes, this Consent and Letter of Transmittal or any
other required documents to the exchange agent (or comply with the procedures
for book-entry transfer) prior to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of NASD Inc., a commercial bank or trust company having
an office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act of 1934
(an "Eligible Institution");
(b) prior to the Expiration Date, the exchange agent receives from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) setting forth the
name and address of the holder, the registration number(s) of such Existing
Notes and the principal amount of Existing Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after the Expiration Date, the Consent and Letter of
Transmittal (or facsimile thereof), together with the Existing Notes (or a
confirmation of book-entry transfer of such Notes into the exchange agent's
account at DTC) and any other documents required by the Consent and Letter of
Transmittal, will be deposited by the Eligible Institution with the exchange
agent; and
(c) such properly completed and executed Consent and Letter of Transmittal
(or facsimile thereof), as well as tendered Existing Notes in proper form for
transfer (or a confirmation of book-entry transfer of such Existing
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Notes into the exchange agent's account at DTC) and all other documents required
by the Consent and Letter of Transmittal, are received by the exchange agent
within three New York Stock Exchange trading days after the Expiration Date.
Upon written request to the exchange agent, a Notice of Guaranteed Delivery
will be sent to holders who wish to tender their Existing Notes according to the
guaranteed delivery procedures set forth above. Any holder who wishes to tender
Existing Notes pursuant to the guaranteed delivery procedures described above
must ensure that the exchange agent receives the Notice of Guaranteed Delivery
relating to such Existing Notes prior to the Expiration Date. Failure to comply
with the guaranteed delivery procedures outlined above will not, of itself,
affect the validity or effect a revocation of any Consent and Letter of
Transmittal form properly completed and executed by a holder who attempted to
use the guaranteed delivery procedures.
3. Partial Tenders; Withdrawals. If less than the entire principal amount
of Existing Notes evidenced by a submitted certificate is tendered, the
tendering holder should fill in the principal amount tendered in the column
entitled "Principal Amount Tendered" in the box entitled "Description of 11%
Notes due 2005 Tendered Hereby." A newly issued Existing Note for the principal
amount of Existing Notes submitted but not tendered will be sent to such holder
as soon as practicable after the Expiration Date. All Existing Notes delivered
to the exchange agent will be deemed to have been tendered in full unless
otherwise indicated. No partial tenders for exchange by a beneficial owner will
be accepted by the exchange agent.
Existing Notes tendered pursuant to the consent solicitation and exchange
offer may be withdrawn at any time prior to the Expiration Date, after which
tenders of Existing Notes are irrevocable. The valid withdrawal of tendered
Existing Notes prior to the Expiration Date will be deemed to be a revocation
with respect to such Existing Notes and of the consent to the elimination of
certain restrictive covenants of the Existing Indenture, the release of the
liens on the collateral securing the Existing Notes pursuant to the Existing
Indenture under which the Existing Notes were issued and the terms of the New
Indenture. To be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the exchange agent or the holder
must otherwise comply with the withdrawal procedures of DTC, as described in the
solicitation statement and prospectus. Any such notice of withdrawal must (a)
specify the name of the person having deposited the Existing Notes to be
withdrawn (the "Depositor"), (b) identify the Existing Notes to be withdrawn
(including the registration number(s) and principal amount of such Existing
Notes, or, in the case of Existing Notes transferred by book-entry transfer, the
name and number of the account at DTC, to be credited), (c) be signed by the
holder in the same manner as the original signature on this Consent and Letter
of Transmittal (including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the trustee with respect to the
Existing Notes register the transfer of such Existing Notes into the name of the
person withdrawing the tender and (d) specify the name in which any such
Existing Notes are to be registered, if different from that of the Depositor.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by us, such determination shall be
final and binding on all parties. Any Existing Notes so withdrawn will be deemed
not to have been validly tendered for purposes of the consent solicitation and
exchange offer and no New Notes will be issued with respect thereto unless the
Existing Notes so withdrawn are validly retendered. Any Existing Notes which
have been tendered but which are not accepted for exchange will be returned to
the holder thereof without cost to such holder as soon as practicable after
withdrawal, rejection of tender or termination of the consent solicitation and
exchange offer. Withdrawals will not be accepted after the Expiration Date.
4. Signature on this Consent and Letter of Transmittal; Written Instruments
and Endorsements; Guarantee of Signatures. If this Consent and Letter of
Transmittal is signed by the registered holder(s) of the Existing Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificates without alteration or enlargement or any change whatsoever. If
this Consent and Letter of Transmittal is signed by a participant in DTC, the
signature must correspond with the name as it appears on the security position
listing as the owner of the Existing Notes.
If any of the Existing Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Consent and Letter of
Transmittal.
If a number of Existing Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Consent and Letter of Transmittal as there are different registrations of
Existing Notes.
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Signatures on this Consent and Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed by an Eligible Institution
unless the Existing Notes tendered hereby are tendered (i) by a registered
holder who has not completed the box entitled "Special Issuance Instructions" on
the Consent and Letter of Transmittal or (ii) for the account of an Eligible
Institution.
If this Consent and Letter of Transmittal is signed by the registered
holder or holders of Existing Notes (which term, for the purposes described
herein, shall include a participant in DTC whose name appears on a security
position listing as the owner of the Existing Notes) listed and tendered hereby,
no endorsements of the tendered Existing Notes or separate written instruments
of transfer or exchange are required. In any other case, the registered holder
(or acting holder) must either properly endorse the Existing Notes or transmit
properly completed bond powers with this Consent and Letter of Transmittal (in
either case, executed exactly as the name(s) of the registered holder(s)
appear(s) on the Existing Notes, and, with respect to a participant in DTC,
whose name appears on a security position listing as the owner of the Existing
Notes, exactly as the name of the participant appears on such security position
listing), with the signature on the Existing Notes or bond power guaranteed by
an Eligible Institution (except where the Existing Notes are tendered for the
account of an Eligible Institution).
If this Consent and Letter of Transmittal, any certificates or separate
written instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by us, proper evidence satisfactory to
us of their authority so to act must be submitted.
5. Special Registration and Delivery Instructions. Tendering holders should
indicate, in the applicable box, the name and address (or account at DTC) in
which the New Notes or substitute Existing Notes for principal amounts not
tendered or not accepted for exchange and checks are to be issued (or
deposited), if different from the names and addresses or accounts of the person
signing this Consent and Letter of Transmittal. In the case of issuance in a
different name, the employer identification number or social security number of
the person named must also be indicated and the tendering holder should complete
the applicable box.
If no instructions are given, the New Notes (and any Existing Notes not
tendered or not accepted) and checks will be issued in the name of and sent to
the acting holder of the Existing Notes or deposited at such holder's account at
DTC.
6. Transfer Taxes. Atlantic Holdings will pay all transfer taxes, if any,
applicable to the transfer and exchange of Existing Notes to it or its order
pursuant to the consent solicitation and exchange offer. If a transfer tax is
imposed for any reason other than the transfer and exchange of Existing Notes to
us or our order pursuant to the consent solicitation and exchange offer, the
amount of any such transfer taxes (whether imposed on the registered holder or
any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exception therefrom is not submitted
herewith, the amount of such transfer taxes will be collected from the tendering
holder by the exchange agent.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Existing Notes listed in this Consent and
Letter of Transmittal.
7. Waiver of Conditions. Atlantic Holdings reserves the right, in its
reasonable judgment, to waive, in whole or in part, any of the conditions to the
consent solicitation and exchange offer set forth in the solicitation statement
and prospectus.
8. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any holder whose
Existing Notes 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
solicitation statement and prospectus or this Consent and Letter of Transmittal
and requests for notices of guaranteed delivery and other related documents may
be directed to the information agent at the address and telephone number set
forth above.
10. Validity and Form. All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered Existing Notes and
withdrawal of tendered Existing Notes will be determined by Atlantic Holdings in
its sole discretion, which determination will be final and binding. We reserve
the absolute right to reject
15
any and all Existing Notes not properly tendered or any Existing Notes
acceptance of which would, in the opinion of counsel, be unlawful. Atlantic
Holdings also reserves the right, in its reasonable judgment, to waive any
defects, irregularities or conditions of tender as to particular Existing Notes.
Atlantic Holdings' interpretation of the terms and conditions of the consent
solicitation and exchange offer (including the instructions in this Consent and
Letter of Transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Existing Notes must
be cured within such time as Atlantic Holdings shall determine. Although
Atlantic Holdings intends to notify holders of defects or irregularities with
respect to tenders of Existing Notes, neither Atlantic Holdings, the exchange
agent nor any other person shall incur any liability for failure to give such
notification. Tenders of Existing Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Existing
Notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holder as soon as practicable
following the Expiration Date.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder tendering Existing Notes is required
to provide the exchange agent with such holder's correct Tax Identification
Number ("TIN") on Substitute Form W-9 above. If such holder is an individual,
the TIN is the holder's social security number. The Certificate of Awaiting
Taxpayer Identification Number should be completed if the tendering holder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future. 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 ("IRS"). In addition, payments that are made to such holder with
respect to Existing Notes exchanged pursuant to the consent solicitation and
exchange offer may be subject to backup withholding.
Certain holders (including, among others, U.S. corporations, financial
institutions and certain non-U.S. individuals and non-U.S. entities) generally
are not subject to these backup withholding and reporting requirements. Such
holders should complete the Substitute Form W-9 and write "Exempt" on the face
thereof. A United States holder who satisfies one or more of the conditions set
forth in Part 2 of the Substitute Form W-9 should execute the certification
following such Part 2. Non-United States holders must submit a properly
completed IRS Form W-8BEN or other appropriate IRS Form W-8 to avoid backup
withholding. IRS Form W-8BEN or such other appropriate IRS Form W-8 may be
obtained by contacting the exchange agent at the address on the face of this
Consent and Letter of Transmittal.
If backup withholding applies, the exchange agent is required to withhold
28% of any amounts otherwise payable to the holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
Purpose of Substitute Form W-9. To prevent backup withholding on payments
that are made to a holder with respect to Existing Notes exchanged pursuant to
the exchange offer, the holder is required to notify the exchange agent of his
or her correct TIN by completing the form herein certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN) and that (i) such holder is exempt, (ii) such holder has not been notified
by the IRS that he or she is subject to backup withholding as a result of
failure to report all interest or dividends or (iii) the IRS has notified such
holder that he or she is no longer subject to backup withholding.
What Number to Give the Exchange Agent? Each holder is required to give the
exchange agent the social security number or employer identification number of
the record holder(s) of the Notes. If Existing Notes are in more than one name
or are not in the name of the actual holder, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 or the
instructions on IRS Form W-9, which may be obtained from the exchange agent, for
additional guidance on which number to report.
Certificate of Awaiting Taxpayer Identification Number. If the tendering
holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, write "APPLIED FOR" in the space for the
TIN on Substitute Form W-9, sign and date the form and the Certificate of
Awaiting Taxpayer Identification Number and return them to the exchange agent.
Notwithstanding that the box in Part 2 is checked and the box captioned
Certificate of Awaiting Taxpayer Identification Number is completed, the holder
will be subject to
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backup withholding on all payments made prior to the time a properly certified
TIN is provided to the exchange agent. The exchange agent will retain such
amounts withheld during the 60-day period following the date of the Substitute
Form W-9. If the holder furnishes the exchange agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the
60-day period will be remitted 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 with its TIN within such 60-day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, backup withholding will apply to all payments made thereafter until a
correct TIN is provided.
IMPORTANT: This Consent and Letter of Transmittal or a facsimile thereof
(together with Existing Notes or confirmation of book-entry transfer and all
other required documents) or a Notice of Guaranteed Delivery must be received by
the exchange agent on or prior to the Expiration Date.
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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.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
Give the Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION
For this type of account: number of-- For this type of account: number of--
------------------------- ----------- ------------------------- -----------
1. An individual's The individual 6. A valid trust, estate Legal entity (4)
account or pension trust
account
2. Two or more The actual owner of the 7. Corporate or LLC The corporation
individuals (joint account or, if combined electing corporate
account) funds, the first status account
individual on the account
(1)
3. Custodian account of The minor (2) 8. Association, club, The organization
a minor (Uniform Gift religious,
to Minors Act) charitable,
educational or other
tax-exempt
organization account
4. a. The usual The grantor-trustee (1) 9. Partnership or The partnership
revocable savings multi-member LLC
trust account account
(grantor is also a
trustee)
b. So-called trust The actual owner (1) 10. A broker or The broker or nominee
account that is registered nominee
not a legal or
valid trust under
State law
5. Sole proprietorship The owner (3) 11. Account with the The public entity
or single-owner LLC Department of
account Agriculture in the
name of a public
entity (such as
a State or local
government,
school district
or prison) that
receives
agricultural
program payments
- ----------
(1) List first and circle the name of the person whose number you furnish. 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 the business or
"doing business as" name. You may use either your social security number or
employer identification number (if you have one).
18
(4) List first and circle the name of the legal trust, estate or pension trust.
Do not furnish the identifying 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.
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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 or you don't know your
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 IRS and apply for a number.
Payees Exempt from Backup Withholding
Backup withholding is not required on any payments made to the following:
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 any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency, or instrumentality thereof.
Other payees that may be exempt from backup withholding:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the U.S., the
District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o A trust exempt from tax under section 664 or described in section 4947.
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 custodian.
o A foreign central bank of issue.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. SIGN, DATE AND FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, AND RETURN IT TO THE
PAYER.
Payments Exempt from Backup Withholding
Payments of dividends and patronage dividends including the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a U.S. trade or business and that
have at least one non-resident alien
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest including the following:
o Payments of interest on obligations issued by individuals. However, 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.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to non-resident aliens.
o Payments on tax-free convenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid to you.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A, 6045,
6050A and 6050N.
Privacy Act Notice. Section 6019 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% 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) 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 penalty of $500.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.