EXHIBIT 99.1
LETTER OF TRANSMITTAL
TENNECO AUTOMOTIVE INC.
OFFER TO EXCHANGE
8 5/8% Senior Subordinated Notes due 2014, Series B
which have been registered under the Securities Act of 1933, as amended,
pursuant to the Prospectus, dated
for All Issued and Outstanding
8 5/8% Senior Subordinated Notes due 2014, Series A, issued on November 19, 2004
The Exchange Offer will expire at 5:00 p.m. New York City time on
unless the Exchange Offer is extended. Tenders may be withdrawn prior to 5:00
p.m. New York City time on the expiration date.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK TRUST COMPANY, N.A. (THE "EXCHANGE AGENT")
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<Caption>
By Regular or Certified Mail: By Facsimile: By Overnight Courier or Hand:
(Eligible Guarantor
Institutions Only)
The Bank of New York (212) 298-1915 The Bank of New York
Trust Company, N.A. Attention: Trust Company, N.A.
c/o The Bank of New York c/o The Bank of New York
101 Barclay Street -- 7 East To Confirm by Telephone 101 Barclay Street -- 7 East
New York, NY 10286 or for Information Call: New York, NY 10286
Attention: Reorganization Unit Attention: Reorganization Unit
(212) 815-
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE
LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR OLD NOTES.
By signing this Letter of Transmittal (this "LETTER OF TRANSMITTAL"), you
hereby acknowledge that you have received and reviewed the Prospectus, dated
(the "PROSPECTUS"), of Tenneco Automotive Inc. (the "COMPANY") and
this Letter of Transmittal. The Prospectus, together with this Letter of
Transmittal, constitutes the Company's offer to exchange (the "EXCHANGE OFFER")
an aggregate principal amount of up to $500,000,000 of the Company's 8 5/8%
Senior Subordinated Notes due 2014, Series B (the "NEW NOTES"), which have been
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
for a like principal amount of the Company's issued and outstanding 8 5/8%
Senior Subordinated Notes due 2014, Series A, issued on November 19, 2004 (the
"OLD NOTES"). The Old Notes were issued in offerings under Rule 144A and
Regulation S of the Securities Act that were not registered under the Securities
Act. This Exchange Offer is being extended to all holders of the Old Notes.
If you decide to tender your Old Notes, and the Company accepts the Old
Notes, this will constitute a binding agreement between you and the Company,
subject to the terms and conditions set forth in the Prospectus and this Letter
of Transmittal. Unless you comply with the procedures described in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures," you must do one of the following prior to the expiration of the
Exchange Offer to participate in the Exchange Offer:
- tender your Old Notes by sending the certificates for your Old Notes, in
proper form for transfer, a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, and all other
documents required by this Letter of Transmittal to the Exchange Agent
at one of the addresses listed above; or
1
- tender your Old Notes by using the book-entry transfer procedures
described in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering the Old Notes," and transmitting this
Letter of Transmittal, with any required signature guarantees, or an
Agent's Message (as defined below) instead of this Letter of Transmittal
to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "BOOK-ENTRY CONFIRMATION") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the expiration
of the Exchange Offer. The term "AGENT'S MESSAGE" means a message transmitted by
The Depository Trust Company, received by the exchange agent and forming part of
the book-entry confirmation, to the effect that: (1) The Depository Trust
Company has received an express acknowledgement from a participant in its
Automated Tender Offer Program that is tendering old notes that are the subject
of such book-entry confirmation; (2) such participant has received and agrees to
be bound by the terms of the Prospectus and the Letter of Transmittal (or, in
the case of an Agent's Message relating to guaranteed delivery, that such
participant has received and agrees to be bound by the Notice of Guaranteed
Delivery); and (3) the agreement may be enforced against such participant.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY TRANSFER
FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If you are a holder of Old Notes and wish to tender your Old Notes in the
Exchange Offer, but:
(1) the Old Notes are not immediately available,
(2) time will not permit your Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or
(3) the procedure for book-entry transfer cannot be completed prior to
the expiration of the Exchange Offer,
then you may tender Old Notes by following the procedures described in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Only registered holders of Old Notes (which term, for purposes of this
Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the owner
of the Old Notes) are entitled to tender their Old Notes for exchange in the
Exchange Offer. If you are a beneficial owner whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your Old Notes in the Exchange Offer, you should promptly
contact the person in whose name the Old Notes are registered and instruct that
person to tender on your behalf. If you wish to tender in the Exchange Offer on
your own behalf, prior to completing and executing this Letter of Transmittal
and delivering the certificates for your Old Notes, you must either make
appropriate arrangements to register ownership of the Old Notes in your name or
obtain a properly completed bond power from the person in whose name the Old
Notes are registered.
YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A REGISTERED HOLDER
OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THIS LETTER OF TRANSMITTAL, INCLUDES
ANY PARTICIPANT IN THE DEPOSITORY TRUST COMPANY'S SYSTEM WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE OWNER OF THE OLD NOTES) AND EITHER (1) YOU WISH
TO TENDER THE CERTIFICATES REPRESENTING YOUR OLD NOTES TO THE EXCHANGE AGENT
TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO TENDER YOUR OLD
NOTES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY
TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF TRANSMITTAL TO THE EXCHANGE
AGENT INSTEAD OF AN AGENT'S MESSAGE.
In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special
2
Delivery Instructions," (3) sign this Letter of Transmittal by completing the
box entitled "Sign Here" and (4) complete the box entitled "Substitute Form
W-9." By completing the box entitled "Description of Old Notes Tendered" and
signing below, you will have tendered your Old Notes for exchange on the terms
and conditions described in the Prospectus and this Letter of Transmittal. You
should read the detailed instructions below before completing this Letter of
Transmittal.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES.
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DESCRIPTION OF OLD NOTES TENDERED (SEE INSTRUCTION 3)
1 2 3
AGGREGATE
PRINCIPAL PRINCIPAL
CERTIFICATE AMOUNT OF AMOUNT
NAME AND ADDRESS OF REGISTERED HOLDER NUMBER(S)* OLD NOTE(S) TENDERED**
Total:
* Need not be completed by holders who tender by book-entry transfer.
** Old Notes tendered by this Letter of Transmittal must be in denominations of $1,000 principal amount or
any integral multiple thereof. Unless otherwise indicated in column 3, a holder will be deemed to have
tendered ALL of the Old Notes represented by the certificate(s) in column 1. See Instruction 4.
</Table>
4
BOXES BELOW TO BE CHECKED AS APPLICABLE.
[ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR OLD NOTES IS (ARE) BEING
TENDERED WITH THIS LETTER OF TRANSMITTAL.
[ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR OLD NOTES HAS (HAVE) BEEN
LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW
CERTIFICATE.
Certificate Number(s)
-----------------------------------------------------------------------------
Principal Amount(s) Represented
-----------------------------------------------------------------------------
You must contact the Exchange Agent to obtain instructions for replacing
lost, destroyed or stolen certificate(s) representing Old Notes. (See
Instruction 12)
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New Notes or Old Notes not tendered or
exchanged are to be issued in the name of someone other than the registered
holder of the Old Notes whose name(s) appear below in the box entitled "Sign
Here."
[ ] Old Note(s) to:
[ ] New Note(s) to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
------------------------------------------------------
(ZIP CODE)
Telephone Number ( ) -
------------------------
-----------------------------------------------
------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE INSTRUCTION 9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New Notes or Old Notes not tendered or exchanged
are to be delivered to someone other than the registered holder of the Old Notes
whose name(s) appear(s) below in the box entitled "Sign Here" or to the
registered holder at an address other than that shown below in the box entitled
"Sign Here".
[ ] Old Note(s) to:
[ ] New Note(s) to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
------------------------------------------------------
(ZIP CODE)
Telephone Number ( ) -
------------------------
-----------------------------------------------
------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE INSTRUCTION 9)
5
[ ] CHECK HERE, ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED UNDER 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)
-------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
----------------------------------------------------------
Name of Institution which Guaranteed Delivery
---------------------------------------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Name of Tendering Institution
----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
BOXES BELOW TO BE CHECKED BY ELIGIBLE GUARANTOR INSTITUTIONS ONLY.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE
THE FOLLOWING
Name of Tendering Institution
-----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
[ ] CHECK HERE IF OLD NOTES THAT ARE NOT TENDERED OR NOT EXCHANGED ARE TO BE
RETURNED BY CREDITING THE DEPOSITORY TRUST COMPANY ACCOUNT NUMBER INDICATED
ABOVE.
6
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
Tenneco Automotive Inc. the aggregate principal amount of Old Notes described
above in the box entitled "Description of Old Notes Tendered" in exchange for a
like principal amount of New Notes which have been registered under the
Securities Act.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer -- including, if the
Exchange Offer is extended or amended, the terms and conditions of any extension
or amendment -- I hereby sell, assign and transfer to, or upon the order of, the
Company all right, title and interest in and to the Old Notes tendered by this
Letter of Transmittal. I hereby irrevocably constitute and appoint the Exchange
Agent as my agent and attorney-in-fact with full knowledge that the Exchange
Agent is also acting as the agent of the Company in connection with the Exchange
Offer with respect to the tendered Old Notes, with full power of substitution,
such power of attorney being deemed to be an irrevocable power coupled with an
interest, subject only to the right of withdrawal described in the Prospectus,
to (i) deliver certificates for the tendered Old Notes to the Company together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company, upon receipt by the Exchange Agent, as my agent, of the
New Notes to be issued in exchange for the tendered Old Notes, (ii) present
certificates for the tendered Old Notes for transfer, and to transfer the
tendered Old Notes on the books of the Company, and (iii) receive for the
account of the Company all benefits and otherwise exercise all rights of
ownership of the tendered Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.
I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange, the
Company will acquire good, marketable and unencumbered title to the tendered Old
Notes, free and clear of all liens, restrictions, charges and encumbrances, and
that the tendered Old Notes are not subject to any adverse claims or proxies. I
will, upon request, execute and deliver any additional documents deemed by the
Company or the Exchange Agent to be necessary or desirable to complete the
exchange, sale, assignment and transfer of the Old Notes tendered by this Letter
of Transmittal, and I will comply with my obligations under the Registration
Rights Agreement, dated as of November 19, 2004 (the "REGISTRATION RIGHTS
AGREEMENT"), by and among the Company, the guarantors named therein (the
"SUBSIDIARY GUARANTORS") and the initial purchasers named therein, represented
by Banc of America Securities LLC. I have read and I agree to all of the terms
of the Exchange Offer.
The name(s) and address(es) of the registered holder(s) (which term, for
purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes) of the Old Notes tendered by this Letter
of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled "Special
Issuance Instructions" above, I hereby direct that the New Notes be issued in
the name(s) of the undersigned or, in the case of a book-entry transfer of Old
Notes, that the New Notes be credited to the account indicated above maintained
with The Depository Trust Company. Similarly, unless I have otherwise indicated
by completing the box entitled "Special Delivery Instructions," I hereby direct
that the New Notes be delivered to the address shown below my signature.
If I have (1) tendered any Old Notes that are not exchanged in the Exchange
Offer for any reason or (2) submitted certificates for more Old Notes than I
wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a
book-entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at the Company's expense, promptly
following the expiration or termination of the Exchange Offer.
7
I understand that if I decide to tender Old Notes, and the Company accepts
the Old Notes for exchange, this will constitute a binding agreement between me
and the Company, subject to the terms and conditions set forth in the Prospectus
and this Letter of Transmittal.
I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer," the Company may not be required to accept for exchange any of the Old
Notes tendered by this Letter of Transmittal.
By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree that: (1) I am not, nor is the person receiving my New Notes
pursuant the Exchange Offer, an "affiliate" (as defined in Rule 405 under the
Securities Act) of the Company or any of the Subsidiary Guarantors; (2) any New
Notes I or any such other person receive in the Exchange Offer are being
acquired in the ordinary course of business; (3) neither I nor any such other
person has any arrangement or understanding with any person to participate in a
distribution of the New Notes to be issued in the Exchange Offer; and (4) if I
am a Participating Broker-Dealer (as defined below), I will receive the New
Notes for my own account in exchange for Old Notes that I acquired as a result
of my market-making or other trading activities and I will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
the New Notes I receive in the Exchange Offer. As used in this Letter of
Transmittal, a "Participating Broker-Dealer" is a broker-dealer that receives
New Notes for its own account in exchange for Old Notes that it acquired as a
result of market-making or other trading activities (other than Old Notes
acquired directly from the Company or any affiliate of the Company). If I am a
Participating Broker-Dealer, by making the representation set forth above and
delivering a prospectus in connection with any resale transaction involving the
New Notes, I understand that I will not be deemed to have admitted that I am an
"underwriter" within the meaning of the Securities Act. If I am using the
Exchange Offer to participate in a distribution of the New Notes, I acknowledge
and agree that, if the resales are of New Notes obtained by me in exchange for
Old Notes acquired by me in the Exchange Offer directly from the Company or an
affiliate thereof, I (1) could not, under Securities and Exchange Commission
policy, rely on the position of the Commission enunciated in Morgan Stanley and
Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters, and (2) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Securities Act.
To the extent necessary to ensure that the Prospectus is available for
sales of New Notes acquired by Participating Broker-Dealers, the Company and the
Subsidiary Guarantors agree to use their respective reasonable best efforts to
keep the Registration Statement of which the Prospectus forms a part
continuously effective, supplemented, amended and current as required by and
subject to the Registration Rights Agreement and in conformity with the
requirements of the Registration Rights Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of up to 180 days from the date the Exchange Offer is
consummated or such shorter period as provided in the Registration Rights
Agreement, under the circumstances and for the purposes set forth in the
Registration Rights Agreement. Each Participating Broker-Dealer, by tendering
Old Notes and executing this Letter of Transmittal, or delivering an Agent's
Message instead of 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 in the Prospectus, in light of the circumstances under
which they were made, not misleading, the Participating Broker-Dealer will
suspend the sale of New Notes under the Prospectus. Each Participating
Broker-Dealer further agrees that, upon receipt of a notice from the Company to
suspend the sale of New Notes as provided above, the Participating Broker-Dealer
will suspend resales of the New Notes until (1) the Company has amended or
supplemented the Prospectus to correct the misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or
8
(2) the Company has given notice that the sale of the New Notes may be resumed,
as the case may be. If the Company gives notice to suspend the sale of the New
Notes as provided above, it will extend the period referred to above during
which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of New Notes 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 receive copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which the Company has given notice that the sale of New
Notes may be resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for Old
Notes in the Exchange Offer must notify the Company, on or prior to the
expiration of the Exchange Offer, that it is a Participating Broker-Dealer.
Participating Broker-Dealers must send the required written notice to the
Company's executive offices located at 500 North Field Drive, Lake Forest,
Illinois 60045, Attn: Timothy R. Donovan, Executive Vice President and General
Counsel, and this notice must be received by the Company prior to the expiration
of the Exchange Offer.
Interest on the New Notes will accrue as described in the Prospectus under
the caption "Description of the Notes -- Principal, Maturity and Interest."
All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my death or incapacity, and any obligation of mine
under this Letter of Transmittal will be binding upon my heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns. Except as stated in the Prospectus,
this tender is irrevocable.
9
SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s) (which
term, for purposes of this Letter of Transmittal, includes any participant in
The Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes) exactly as the name(s) of the registered
holder(s) appear(s) on the certificate(s) for the Old Notes tendered or on the
register of holders maintained by or for the Company, or (2) by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted with this Letter of Transmittal -- including any opinions of
counsel, certifications and other information as may be required by the Company
in accordance with the restrictions on transfer applicable to the Old Notes. If
the signature below is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another acting in a similar
fiduciary or representative capacity, please set forth the signer's full title.
See instruction 5.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF NOTEHOLDER(S)
Dated: -------------------------------------------------------------------------
Name(s): -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity: ----------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Zip Code)
Tax Identification or
Social Security
No.: ---------------------------------------------------------------------------
(See Instruction 9)
Area Code and Telephone
No.: ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED
(See Instruction 2, if required)
Eligible Guarantor
Institution: -------------------------------------------------------------------
Official
Signature: ---------------------------------------------------------------------
Dated: -------------------------------------------------------------------------
10
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<Caption>
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PAYER'S NAME: THE BANK OF NEW YORK TRUST COMPANY, N.A.
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX ---------------------------------------
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING SOCIAL SECURITY NUMBER
BELOW. (IF AWAITING TIN WRITE "APPLIED FOR")
OR
---------------------------------------
EMPLOYER IDENTIFICATION NUMBER
(IF AWAITING TIN WRITE "APPLIED FOR")
--------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATE -- Under penalties of perjury, I certify that:
INTERNAL REVENUE SERVICE
(1) the number shown on this form is my correct Taxpayer Identification Internal
PAYER'S REQUEST FOR Number (or I am waiting for a number to be issued to me), and
TAXPAYER IDENTIFICATION
NUMBER ("TIN") (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.
--------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item: (2) above if you have been
notified by the IRS that you are currently subject backup withholding because of
underreporting interest or dividends on your tax returns. However, if after being
notified by the IRS that you are subject to backup withholding, you receive another
notification from the IRS that you are no longer subject to backup withholding, do not
cross out such item (2). (Also see instructions in the enclosed Guidelines.)
- ------------------------------------------------------------------------------------------------------------------
Signature: ------------------------------ Date: -------------------- , 20-----
- ------------------------------------------------------------------------------------------------------------------
PART 3 -- Awaiting TIN [ ]
- ------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY CASH 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 to the Exchange Agent by
the time of payment, 28% of all reportable payments made to me thereafter will
be withheld, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number to the Exchange Agent within sixty (60)
days.
Signature: ------------------------------ Date: ------------------------------
11
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. You must complete this Letter of Transmittal if you are a holder of
Old Notes (which term, for purposes of this Letter of Transmittal, includes any
participant in The Depository Trust Company's system whose name appears on a
security position listing as the holder of the Old Notes) and either (a) you
wish to tender the certificates representing your Old Notes to the Exchange
Agent together with this Letter of Transmittal or (b) you wish to tender your
Old Notes by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company and you elect to submit this Letter of Transmittal to
the Exchange Agent instead of an Agent's Message. In order to constitute a valid
tender of your Old Notes, unless you comply with the procedures for guaranteed
delivery described below, the Exchange Agent must receive the following
documents at one of the addresses listed above prior to the expiration of the
Exchange Offer: (i) certificates for the Old Notes, in proper form for transfer,
or Book-Entry Confirmation of transfer of the Old Notes into the Exchange
Agent's account at The Depository Trust Company, (ii) a properly completed and
duly executed Letter of Transmittal, with any required signature guarantees, or,
in the case of a book-entry transfer, an Agent's Message instead of this Letter
of Transmittal, and (iii) all other documents required by this Letter of
Transmittal. Old Notes tendered in the Exchange Offer must be in denominations
of $1,000 principal amount or any integral multiple thereof.
If you are a holder of the Old Notes and wish to tender your Old Notes, but
(1) the certificates for Old Notes are not immediately available, (2) time will
not permit your certificates for Old Notes or other required documents to reach
the Exchange Agent before the expiration of the Exchange Offer or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration of
the Exchange Offer, you may effect a tender if: (A) the tender is made through
an Eligible Guarantor Institution (as defined below); (B) prior to the
expiration of the Exchange Offer, the Exchange Agent receives from an Eligible
Guarantor Institution either (i) a properly completed and duly executed Notice
of Guaranteed Delivery, substantially in the form we have provided, or (ii) a
properly transmitted Agent's Message and Notice of Guaranteed Delivery; in
either case, setting forth your name and address, the registered numbers of the
Old Notes you are tendering and the amount of Old Notes you are tendering and
stating that the tender is being made by Notice of Guaranteed Delivery and
guaranteeing that, within three (3) New York Stock Exchange, Inc. ("NYSE")
trading days after the date on which the Exchange Offer expires, the Letter of
Transmittal together with the Old Notes or a book-entry confirmation, and any
other documents required by the Letter of Transmittal, will be deposited by the
Eligible Guarantor Institution with the Exchange Agent; and (C) the Exchange
Agent receives within three (3) NYSE trading days after the date on which the
Exchange Offer expires: (i) the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation of transfer of
the Old Notes into the Exchange Agent's account at The Depository Trust Company,
as the case may be, (ii) a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees, or, in the case of a
Book-Entry Confirmation, an Agent's Message instead of the Letter of Transmittal
and (iii) all other documents required by the Letter of Transmittal. The Notice
of Guaranteed Delivery may be sent by facsimile transmission, mail or hand
delivery and must include a guarantee by an Eligible Guarantor Institution in
the form set forth in the Notice.
THE METHOD OF DELIVERY OF CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR
ELECTION. IF YOU DELIVER YOUR OLD NOTES BY MAIL, WE RECOMMEND REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. DO NOT SEND CERTIFICATES FOR OLD
NOTES, LETTERS OF TRANSMITTAL, AGENT'S MESSAGES OR OTHER REQUIRED DOCUMENTS TO
THE COMPANY.
12
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of this Letter of Transmittal or
delivery of an Agent's Message instead of the Letter of Transmittal, waives any
right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this Letter of Transmittal, includes any
participant in The Depository Trust Company's system whose name appears
on a security position listing as the owner of the Old Notes) of Old
Notes tendered with this Letter of Transmittal, unless such holder(s) has
completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above, or
(b) the Old Notes are tendered for the account of a firm that is an
Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
An "ELIGIBLE GUARANTOR INSTITUTION" (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))
means:
- Banks (as defined in Section 3(a) of the Federal Deposit Insurance
Act);
- Brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers and government securities
brokers (as defined in the Exchange Act);
- Credit unions (as defined in Section 19(b)(1)(A) of the Federal Reserve
Act);
- National securities exchanges, registered securities associations and
clearing agencies (as these terms are defined in the Exchange Act); and
- Savings associations (as defined in Section 3(b) of the Federal Deposit
Insurance Act).
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in denominations of $1,000 principal amount or integral multiples
thereof. If you are tendering less than all of the Old Notes evidenced by any
certificate you are submitting, please fill in the principal amount of Old Notes
which are to be tendered in column 3 ("Principal Amount of Old Notes Tendered")
of the box entitled "Description of Old Notes Tendered." In that case, unless
you have otherwise indicated by completing the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions," new certificate(s) for the
remainder of the Old Notes that were evidenced by your old certificate(s) will
be sent to the registered holder of the Old Notes, promptly after the expiration
of the Exchange Offer. All Old Notes represented by certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of Old
Notes may be withdrawn at any time prior to the expiration of the Exchange
Offer. For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent prior to the expiration of the Exchange Offer at
one of the addresses listed above. Any notice of withdrawal must specify the
name of the person who tendered the Old Notes to be withdrawn, identify the Old
Notes to be withdrawn, including the principal amount of the Old Notes, and, if
applicable, the registration numbers and total principal amount of such Old
Notes, and where certificates for Old Notes have been transmitted, specify the
name in which the Old Notes are registered, if different from that of the
withdrawing holder. If certificates for Old Notes have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of the
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 Guarantor Institution unless the holder is
an Eligible Guarantor Institution. If Old Notes have been tendered using the
procedure for book-entry transfer described in the Prospectus under the caption
"The Exchange Offer -- Book-Entry Transfer," any notice of withdrawal
13
must specify the name and number of the account at The Depository Trust Company
to be credited with the withdrawn Old Notes and otherwise comply with the
procedures of the book-entry transfer facility. All questions as to the
validity, form and eligibility (including time of receipt) of these notices will
be determined by the Company. Any such determination will be final and binding.
Any Old Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for book-
entry transfer described in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering the Old Notes," the Old Notes will be credited
to the tendering holder's account with The Depository Trust Company. Properly
withdrawn Old Notes may be retendered at any time prior to the expiration of the
Exchange Offer by following one of the procedures described in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering the Old
Notes."
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Old Notes tendered hereby are registered in the name of two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registered holders.
When this Letter of Transmittal is signed by the registered holder(s) of
the Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered holder(s) that appears on the certificates for the Old Notes
and also must be accompanied by any opinions of counsel, certifications and
other information as the Company may require in accordance with the restrictions
on transfer applicable to the Old Notes. Signatures on certificates or bond
powers must be guaranteed by an Eligible Guarantor Institution.
If you are a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or act in a similar fiduciary or representative
capacity, and wish to sign this Letter of Transmittal or any certificates for
Old Notes or bond powers, you must indicate your status when signing. If you are
acting in any of these capacities, you must submit proper evidence satisfactory
to us of your authority to so act unless we waive this requirement.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be delivered to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.
7. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of Old Notes tendered for exchange
will be determined by the Company in its sole discretion. The Company's
determination will be final and binding. The Company reserves the absolute right
to reject any and all tenders of Old Notes improperly tendered or to not accept
any Old Notes, the acceptance of which might be unlawful as determined by the
Company or its counsel. The Company also reserves the absolute right to waive
any defects or irregularities or conditions of the Exchange Offer as to any Old
Notes either before or after the expiration of the Exchange Offer -- including
the right to waive the ineligibility of any
14
holder who seeks to tender Old Notes in the Exchange Offer. The Company's
interpretation of the terms and conditions of the Exchange Offer as to any
particular Old Notes either before or after the expiration of the Exchange
Offer -- including the terms and conditions of the Letter of Transmittal and the
accompanying instructions -- will be final and binding. Unless waived, any
defects or irregularities in connection with tenders of Old Notes for exchange
must be cured within a reasonable period of time, as determined by the Company.
Neither the Company, the Exchange Agent nor any other person has any duty to
give notification of any defect or irregularity with respect to any tender of
Old Notes for exchange, nor will the Company have any liability for failure to
give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at the addresses
and telephone number listed on the front of this Letter of Transmittal.
Additional copies of the Prospectus, this Letter of Transmittal or the Notice of
Guaranteed Delivery may be obtained from the Exchange Agent or from your broker,
dealer, commercial bank, trust company or other nominee.
9. 28% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Old Notes are accepted for exchange is required
to provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 above. If the Exchange Agent is not
provided with the correct TIN, the Internal Revenue Service may subject the
holder or other payee to a $50 penalty. In addition, cash payments to such
holders or other payees with respect to Old Notes exchanged in the Exchange
Offer may be subject to 28% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number above in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain all 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 will 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 the 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
28% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the social security
number or employer identification number of the registered holder of the Old
Notes or of the last transferee appearing on the transfers attached to, or
endorsed on, the Old Notes. If the Old Notes are registered 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" for additional guidance on which number to report.
Certain holders -- including, among others, corporations, financial
institutions and certain foreign persons -- may not be subject to these backup
withholding and reporting requirements. These holders should nevertheless
complete the Substitute Form W-9 above, and check the box in Part 2 of the
Substitute Form W-9, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed IRS
Form W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained.
15
10. WAIVER OF CONDITIONS. The Company's obligation to complete the Exchange
Offer is subject to the conditions described in the Prospectus under the caption
"The Exchange Offer -- Conditions to the Exchange Offer." These conditions are
for the Company's benefit only and the Company may assert them regardless of the
circumstances giving rise to any condition. The Company may also waive any
condition in whole or in part at any time in its sole discretion. The Company's
failure at any time to exercise any of the foregoing rights will not constitute
a waiver of that right and each right is an ongoing right that the Company may
assert at any time.
11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Old Notes, by execution of
this Letter of Transmittal, waive any right to receive notice of the acceptance
of Old Notes for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.
13. TRANSFER TAXES. You will not be obligated to pay any transfer taxes in
connection with the tender of Old Notes in the Exchange Offer unless you
instruct the Company to register New Notes in the name of, or request that Old
Notes not tendered or not accepted in the Exchange Offer be returned to, a
person other than the registered tendering holder. In those cases, you will be
responsible for the payment of any applicable transfer tax. If satisfactory
evidence of payment of these taxes or an exemption from payment is not submitted
with this Letter of Transmittal, no certificates for New Notes will be issued
until such evidence is received by the Exchange Agent.
IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES
DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS LETTER OF
TRANSMITTAL), OR, IN THE CASE OF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY, AN AGENT'S MESSAGE
INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
16
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.
- ------------------------------------------------------------
- ------------------------------------------------------------
<Table>
<Caption>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------
1. An individual's account The Individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner of the
account) account, or, if joint
funds, the first
individual on the
account(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the minor
account) is the only contributor,
the minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for incompetent person(3)
a designated ward, minor,
or incompetent person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust under
State law
8. Sole proprietorship The owner(4)
account
</Table>
<Table>
- --------------------------------------------------------
<Caption>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
9. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(5)
10. Corporate account The corporation
11. Religious, charitable The organization
or educational
organization account
12. Partnership account The partnership
held in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
payments
</Table>
- ------------------------------------------------------------
- ------------------------------------------------------------
(1) List the 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) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the individual name, business name, or "doing business as" name of the
owner. Use either individual's social security number or business's employer
identification number (if it has one).
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(A), or an individual
retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A dealer required to register in securities or commodities registered in the
U.S. or a possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and 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(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) 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
18