EXHIBIT a(1)(B)
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock of
PROGRESSIVE ASSET MANAGEMENT, INC.
Tendered Pursuant to the Offer to Purchase by the Issuer,
dated November 14, 2001
To Purchase 250,000 shares at $0.60 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
PACIFIC TIME, ON THURSDAY, JANUARY 18, 2002. THE OFFER WILL NOT BE EXTENDED.
To tender Shares, the Letter of Transmittal, certificates for Shares and/or any
other required documents should be sent or delivered by each shareholder of the
Company or such shareholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at:
U.S. STOCK TRANSFER CORPORATION, DEPOSITARY
BY MAIL, HAND OR BY HAND OR OVERNIGHT COURIER: FACSIMILE TRANSMISSION:
1745 Gardena Avenue, Suite 200 Shareholder Services Department
Glendale, California 94204 (818) 502-0674
(for Eligible Institutions Only)
Confirm by Telephone (818) 502-1404
PART I
[ ] Check here if your PAM stock certificate(s) has (have) been lost, stolen or
destroyed and see Instruction 16. Fill out the remainder of this Letter of
Transmittal and state here the number of shares of PAM common stock represented
by the lost, stolen, or destroyed certificate(s): ________________________
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DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 8)
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Names and Addresses of Registered Holders Certificates Tendered
(Please fill in exactly as names appear on certificates) (attach signed list if necessary)
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Number of Shares
Certificate Represented by Number of Shares
Number Certificates Tendered*
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Total Shares Tendered
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State in this box the order (by certificate number) in which shares are to be
purchased in the event of proration.**
(Attach additional signed list if necessary.) See Instruction 9.
Certificate Number: 1st 2nd 3rd 4th 5th
* If you desire to tender fewer than all Shares evidenced by an
certificate list above, please indicate in this column the number of
Shares you wish to tender. Otherwise, all shares evidenced by such
certificate will be deemed to have been tendered. See Instruction 8.
** If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be
selected for purchase by the Depositary.
Questions and requests for assistance or additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to Alison Wise, Director
of Business Development at (800) 786-2998, Progressive Asset Management, Inc.,
1050
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Oak Grove Road, Concord, California 94518. You may also contact your broker,
dealer, bank, trust company or other nominee for assistance concerning the
tender offer.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANY ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN THAT LIST ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
READ THE TERMS AND INSTRUCTIONS SET FORTH IN PART III OF THIS
LETTER OF TRANSMITTAL CAREFULLY BEFORE SIGNING THIS LETTER OF
TRANSMITTAL THEY FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER.
IF YOU SIGN AND RETURN THIS LETTER OF TRANSMITTAL, YOU ARE AGREEING
TO BE BOUND BY THESE PROVISIONS.
This Letter of Transmittal is to be used only if certificates for Shares (as
defined below) are to be forwarded with it or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary. Stockholders whose certificates are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary before the Expiration Time (as defined in the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedure set
forth in Section 4 of the Offer to Purchase. See Instructions 1 and 4. Manually
signed facsimile copies of the Letter of Transmittal and other required
documents will be accepted.
PART II
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY, AND COMPLETE THE FOLLOWING:
Names of Registered Holders:
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution Which Guaranteed Delivery:
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Account Number:
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ODD LOTS
(SEE INSTRUCTION 4)
To be completed ONLY if Shares are being tendered by or on behalf of a person
owning beneficially, as of the close of business on November 13, 2001, an
aggregate of fewer than 100 shares. The undersigned either (check only one box):
- - was the beneficial owner as of the close of business on November 13,
2001, and will continue to be the beneficial owner as of the
Expiration Time, of aggregate of fewer than 100 shares, all of which
are being tendered; or
- - is a broker, dealer, commercial bank, trust company or other nominee
which: (a) is tendering, for the beneficial owners thereof, Shares
with respect to which it is the record holder; and (b) believes, based
upon representations made to it by the beneficial owners, that each
person was the beneficial owner as of the close of business on
November 13, 2001, and each person will continue to be the beneficial
owner as of the Expiration Time, of an aggregate of fewer than 100
Shares and is tendering all of such Shares.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 9, 10 AND 11)
To be completed ONLY if certificate for Shares not tendered or not purchased
and/or any check for the Purchase Price of Shares purchased are to be issued in
the name of and sent to someone other than the undersigned.
Issue: [ ] Check [ ] Certificates To:
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Address:
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Tax ID No.
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 9, 10 AND 11)
To be completed ONLY if certificates for Shares not tendered or not purchased
that are to be issued in the name of the undersigned and/or any check for the
Purchase Price of Shares purchased that is to be issued in the name of the
undersigned, are to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown here.
Deliver: [ ] Check [ ] Certificates To:
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Address:
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STOCKHOLDERS SIGN HERE
(SEE INSTRUCTIONS 9 AND 10)
(COMPLETE SUBSTITUTE FORM W-9 THAT IS PART OF
THESE INSTRUCTIONS)
Must be signed by the registered holders exactly as names appear on certificates
or on a security position listing or by persons authorized to become registered
holders by certificates and documents transmitted with this Letter of
Transmittal. If signature is by attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the full title. See Instruction 10.
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(Signature) (Signature)
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(Please Print) (Please Print)
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(Capacity; full title) (Capacity; full title)
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(Address) (Address)
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(Address) (Address)
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(Telephone Number) (Telephone Number)
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(Date) (Tax I.D.# or S.S.N.) (Date) (Tax I.D.# or S.S.N.)
GUARANTEE OF SIGNATURE
(SEE INSTRUCTIONS 9 AND 10)
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(Authorized Signature) (Authorized Signature)
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(Please Print) (Please Print)
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(Title) (Title)
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(Name of Firm) (Name of Firm)
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(Address) (Address)
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(Address) (Address)
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(Telephone Number) (Telephone Number)
- -------------- ---------------------- ------------- ----------------------
(Date) (Tax I.D.# or S.S.N.) (Date) (Tax I.D.# or S.S.N.)
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PART III
TERMS AND INSTRUCTIONS
PLEASE READ THE FOLLOWING TERMS AND INSTRUCTIONS CAREFULLY.
THEY FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER.
IF YOU SIGN AND RETURN THIS LETTER OF TRANSMITTAL YOU ARE AGREEING TO BE
BOUND BY THESE PROVISIONS.
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if certificates for
Shares (as defined below) are to be forwarded with it or such certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary. Stockholders whose certificates are not immediately available or who
cannot deliver their certificates for Shares and all other required documents to
the Depositary before the Expiration Time (as defined in the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedure set
forth in Section 4 of the Offer to Purchase.
By signing and returning this Letter of Transmittal, you are tendering to
Progressive Asset Management, Inc., a California corporation ("PAM"), its shares
of common stock identified in Part I of this Letter of Transmittal (the
"Shares") upon the terms and subject to the conditions set forth in PAM's Offer
to Purchase dated November 13, 2001 (the "Offer to Purchase") and this Letter of
Transmittal (which, together with any amendments or supplements thereto or
hereto, collectively constitute the ("Offer"). You may not revoke your tender of
Shares unless you follow the specific withdrawal procedures stated in the Offer
to Purchase.
If you desire to participate in the tender offer and receive payment by check of
$0.60 per share for your shares in the tender offer, you must complete and
return the following documents to the Depositary so that they are received no
later than January 18, 2002:
- - This Letter of Transmittal;
- - A Substitute Form W-9, included in this Letter of Transmittal for each
owner;
- - Your stock certificate(s).
- - Special Payment or Delivery Instructions included in this Letter of
Transmittal, ONLY if you want the payment for your shares to be made
to any person, entity or account, other than the registered owner(s)
listed on the mailing label, or sent to any address other than the
address on the mailing label. The Special Payment or Delivery
Instructions must be signed in front of a notary public. See
Instruction 12.
Shares will be deemed delivered only when actually received by the Depositary.
You will not receive any notice that your tender offer materials have been
received or that your Shares have been accepted for payment.
Stockholders whose certificates are not immediately available or who cannot
deliver Shares and all other required documents to the Depositary before the
Expiration Time may tender their Shares by or through an Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or a facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 4 of the Offer to Purchase. Pursuant to
such procedure, the certificates for all physically tendered Shares as well as a
properly completed Letter of Transmittal and all other documents required by
this Letter of Transmittal, must be received by the Depositary within three New
York Stock Exchange trading days after receipt by the Depositary of such Notice
of Guaranteed Delivery, all as provided in Section 4 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
shares to be properly tendered pursuant to the guaranteed delivery procedure,
the Depositary must receive the Notice of Guaranteed Delivery before the
Expiration Time.
THE METHOD OF DELIVERY OF STOCK CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, IS AT YOUR
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ELECTION AND RISK. IN OTHER WORDS, IF YOU SEND US THE MATERIALS, BUT THEY GET
LOST IN THE MAIL, PAM WILL NOT BE ABLE TO PAY YOU UNLESS YOU SEND THE DOCUMENTS
AGAIN. FOR THAT REASON, WE RECOMMEND THAT YOU SEND THEM BY A NATIONALLY
RECOGNIZED OVERNIGHT COURIER OR BY CERTIFIED MAIL, WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED. IN ADDITION, WE RECOMMEND THAT YOU KEEP A
COPY OF WHAT YOU SEND AND YOUR POSTAGE RECEIPT FOR YOUR RECORDS. IN ALL CASES,
YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE DELIVERY ON OR PRIOR TO THE
EXPIRATION DATE.
PAM will not accept any alternative, conditional or contingent tenders and will
not purchase any fractional Shares. You may withdraw your Shares from the Offer
by following the procedures set forth in the Offer to Purchase at any time prior
to the Expiration Date and unless and until the Shares have been accepted for
payment.
2. REPRESENTATIONS OF TENDERING SHAREHOLDER. By signing and returning this
Letter of Transmittal, you are representing and warranting that:
[ ] You have received and reviewed the Offer to Purchase.
[ ] You understand that the valid tender of Shares pursuant to the
procedures described in the Offer to Purchase and in this Letter of
Transmittal will constitute a binding agreement between you and PAM
upon the terms and subject to the conditions of the Offer.
[ ] You have full power and authority to tender, sell, assign and transfer
the tendered Shares (and any and all other Shares or other securities
or rights issued or issuable in respect of such Shares on or after
January 19, 2001) on the terms and conditions set forth in the Offer
to Purchase and this Letter of Transmittal, which are incorporated
herein by reference; and,
[ ] When the same are accepted for payment by PAM, PAM will acquire good
title thereto, free and clear of all liens, restrictions, claims and
encumbrances and the same will not be subject to any adverse claim.
3. INADEQUATE SPACE. If the space provided under Part I is inadequate to list
the stock certificate numbers and/or the number of Shares should be listed
clearly on a separate sheet of paper and returned with the Letter of
Transmittal.
4. ODD LOT TENDERS. The Shares properly tendered and not withdrawn before the
Expiration Time, the Shares purchased first will consist of all Shares properly
tendered and not withdrawn by any stockholder who owned beneficially as of the
close of business on November 13, 2001, and who continues to own as of the
Expiration Time, an aggregate of fewer than 100 Shares and who tenders all of
his or her Shares (an "Odd Lot Owner"). This preference will not be available
unless the box captioned "Odd Lots" is completed.
5. ORDER OF PRORATION OF PURCHASES. Stockholders may designate the order in
which their Shares are to be purchased in the event of proration. The order of
purchase may have an effect on the federal income tax classification of any gain
or loss on the Shares purchased. Furthermore, if more than 250,000 Shares are
tendered, then subject to the preference for Odd Lot Owners, the shares will be
purchased on a pro rata basis as explained in Section 2 of the Offer to
Purchase.
6. PAYMENT FOR SHARES. Unless otherwise indicated in separate "Special Payment
Instructions" or "Special Delivery Instructions" provided by the undersigned
with this Letter of Transmittal, the check for the purchase price will be issued
and/or any certificates for Shares not tendered or accepted for payment will be
returned in the name(s) of the addressee of this Letter of Transmittal or other
registered holder(s) appearing on the mailing label or under "Description of
Shares Tendered" and the check for the purchase price and/or return of any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) will be mailed to the address of the registered
holder(s) appearing on the mailing label or under "Description of Shares
Tendered." In the event that "Special Payment Instructions" or "Special Delivery
Instructions" are completed and submitted with this Letter of Transmittal, the
check for the purchase price and/or the return of any certificates for Shares
not tendered or accepted for payment (and any accompanying documents, as
appropriate) will be issued in the name of, and such check and/or return such of
certificates (and any accompanying documents, as appropriate) will be delivered
to, the person or persons so indicated. PAM has no obligation pursuant to the
"Special Payment Instructions" or "Special Delivery Instructions" to transfer
any Shares from the name of the registered holder thereof if PAM does not accept
for payment any of the shares so tendered.
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7. SUCCESSORS AND ASSIGNS. All authority conferred or agreed to be conferred
pursuant to this Letter of Transmittal will be binding upon your successors,
assigns, heirs, executors, administrators and legal representatives and shall
not be affected by, and will survive, your death or incapacity.
8. PARTIAL TENDERS. If you desire to tender fewer than all the Shares you own,
check the box and fill in the number of Shares that you want to tender in the
blank provided under "Partial Tenders" on Part I of this Letter of Transmittal.
If you only tender a portion of your shares, new certificate(s) for the
remainder of the Shares that were evidenced by your old certificate(s) will be
sent to you, unless you have provided Special Payment or Delivery Instructions,
in which case, the certificate will be issued and delivered in accordance with
such instructions, as soon as practicable after the acceptance of payment of,
and payment for the Shares tendered herewith. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
9. GUARANTEE OF SIGNATURES. No guarantee of signature is required if either:
(a) this Letter of Transmittal is signed by the registered holder of
the Shares exactly as the name of the registered holder appears on the
certificates tendered with this Letter of Transmittal unless such
holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" or
(b) such Shares are tendered for the account of a member of a
"Medallion Signature Guarantee Program" ("STAMP"), Stock Exchange
Medallion Program ("SEMP") or New York Stock Exchange Medallion
Signature Program ("MSP") (an "Eligible Institution").
In all other situations, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 10.
10. SIGNATURES ON LETTER OF TRANSMITTAL AND OTHER DOCUMENTS.
(a) If you are signing this Letter of Transmittal as the registered
holder(s) of the Shares tendered hereby, you must sign it exactly as
your name(s) are written on the face of your stock certificate(s)
without any change whatsoever. If your Shares are owned of record by
two or more joint owners, for example, as husband and wife, each owner
must sign this Letter of Transmittal, the Substitute Form W-9 and all
other required documents.
(b) If any tendered Shares are registered in different names on
several certificates, you must complete, sign and submit as many
separate Letters of Transmittal as there are different registrations
of certificates.
(c) If this Letter of Transmittal is signed by a person other than the
registered holders of the certificates listed, or if payment is to be
made or certificates for Shares not tendered or not purchased are to
be issued to a person other than the registered holders, the
certificates must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the names of the registered
holders appear on the certificates, and any signatures on such
certificates or stock powers must be "Medallion Signature" guaranteed
by an Eligible Institution. See Instruction 9.
If this Letter of Transmittal or any certificates or stock powers are signed by
officers of corporations, trustees, executors, administrators, guardians,
attorneys-in-fact, or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to PAM of their authority so to act must be submitted.
11. SPECIAL PAYMENT INSTRUCTIONS AND SPECIAL DELIVERY INSTRUCTIONS. If you want
the check for payment of the Shares to be issued in the name of a person other
than the signer of this Letter of Transmittal or you want the check for payment
of the Shares to be sent a person other than the signer of this Letter of
Transmittal or to an address other than that shown above, you must complete
Special Payment Instructions or Special Delivery Instructions found on page 3 of
this Letter of Transmittal and return it with the Letter of Transmittal.
12. STOCK TRANSFER TAXES. PAM will pay any stock transfer taxes with respect to
the transfer and sale of Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or if certificates for
Shares not tendered or accepted for payment are to be registered in the name of,
any person(s) other than the registered owner(s), or if tendered certificates
are registered in the name of any person(s) other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered owner(s) or such person(s)) payable on account of
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the transfer to such person(s) will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
13. WAIVER OF CONDITIONS. PAM reserves the absolute right in its sole discretion
to waive any of the specified conditions of the Offer, in whole or in part, in
the case of any Shares tendered.
14. 30.5% BACKUP WITHHOLDING TAX. In order to avoid U.S. federal backup
withholding tax on payments of cash for shares tendered pursuant to the Offer,
unless an exemption applies, you must provide the Depositary with your correct
taxpayer identification number ("TIN") on Substitute Form W-9 on page 3 of this
Letter of Transmittal and certify under penalties of perjury that such TIN is
correct and that you are not subject to backup withholding tax. If you do not
provide your correct TIN or fail to provide the certifications described above,
the Internal Revenue Service (the "IRS") may impose a $50 penalty on you and any
payment of cash to you pursuant to the Offer may be subject to backup
withholding tax of 30.5%.
Backup withholding tax is not an additional tax. Rather, the amount of the
backup withholding tax can be credited against the federal income tax liability
of the person subject to the backup withholding tax, provided that the required
information is given to the IRS. If backup withholding tax results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
You are required to give the Depositary the TIN (i.e., social security number or
employer identification number) of the record owner of the Shares. If the Shares
are held in more than one name or are not in the name of the actual owner,
consult the "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" in Part IV to this Letter of Transmittal for additional
guidance on which number to report.
You should check the box in Part 3 of the Substitute Form W-9 if you have not
been issued a TIN and have applied for a TIN or intend to apply for a TIN in the
near future. If the box in Part 3 is checked, you must also complete the
Certificate of Awaiting Taxpayer Identification Number 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
Depositary will withhold 30.5% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to you if you provide a TIN to the Depositary within 60days of
submitting such Certificate.
Certain stockholders (including, among others, corporations and certain foreign
individuals and entities) are not subject to backup withholding tax.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding tax. See the
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" in Part IV to this Letter of Transmittal for more instructions.
15. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to PAM at the telephone number listed on the cover
page of the Letter of Transmittal. Additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from PAM or the Depositary.
16. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificates
representing PAM Shares have been lost, destroyed or stolen, please check the
box on the first page of this Letter of Transmittal, fill in the blanks to state
the number of shares represented by PAM common stock represented by the lost,
stolen, or destroyed certificate(s) and complete the remainder of this Letter of
Transmittal. The Tender Agent will then contact you with further instructions on
the steps to be take in order to receive the tender offer consideration. In
addition, the Tender Agent will provide you with a form of affidavit and
indemnification, and may require that you provide a bond of indemnity, regarding
the loss, theft, or destruction of your PAM certificate(s) that is in a form and
in substance reasonably acceptable to the Tender Agent and PAM.
17. TRANSFERRED SHARES. If you have transferred, and are no longer the owner of,
the Shares listed on the mailing label of this Letter of Transmittal, you may
not tender the shares for payment. Only the current owner of the Shares, or
anyone authorized by such owner, may sign this Letter of Transmittal to tender
the Shares. You should either send these materials to the current owner of the
Shares or contact the current owner of the Shares to instruct him or her to
contact PAM to get additional copies of the tender offer materials and for
further instruction.
If you are the current owner of the Shares listed on the mailing label and you
receive these materials from the former owner
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of the Shares listed on the mailing label, you may tender the Shares by filling
out the information in Part I and signing and returning the Letter of
Transmittal and the stock certificates representing the Shares. However, the
stock certificate must be properly endorsed to you on the back side, or you must
send in a separate stock power or other adequate written evidence of the
transfer of the Shares to you.
IMPORTANT: IF YOU WANT TO TENDER YOUR SHARES AND RECEIVE PAYMENT, IT IS YOUR
RESPONSIBILITY TO ENSURE THAT THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED
FACSIMILE THEREOF), AND CERTIFICATES FOR TENDERED SHARES AND/OR ANY OTHER
REQUIRED DOCUMENTS, ARE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
PART IV
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER. Unless otherwise noted herein, all references below to
section numbers or to regulations are references to the Internal Revenue Code
and the regulations promulgated thereunder.
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Card (for resident
individuals), Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), or Form W-7 for Individual Taxpayer
Identification Number (for alien individuals without social security numbers
required to file U.S. tax returns), at an office of the Social Security
Administration or the Internal Revenue Service.
To complete Substitute Form W-9, if you do not have a taxpayer identification
number, check the "Awaiting TIN" box in Part 3, sign and date the Form, and give
it to the requester.
Generally, you will then have 60 days to obtain a taxpayer identification number
and furnish it to the requester. If the requester does not receive your taxpayer
identification number within 60days, backup withholding tax, if applicable, will
begin and will continue until you furnish your taxpayer identification number to
the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING PENALTIES. Payees specifically generally
exempt from backup withholding tax on ALL payments include the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement account, or a custodial account under section 403(b)(7) if
the account satisfies the requirements of Section 401(f)(2).
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States,
or any political subdivision or instrumentality thereof.
- - A foreign government or a political subdivision, agency or
instrumentality thereof.
- - An international organization or any agency or instrumentality
thereof.
- - A registered dealer in securities or commodities registered in the
United States or a possession of the United States.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An entity registered at all times during the tax year under the
Investment Company Act of 1940.
- - A foreign central bank of issue.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding tax. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE
FORM.
Certain payments other than interest, dividends and patronage dividends that are
not subject to backup withholding. For details, see the regulations under
sections 6041, 6041(A), 6045, and 6050A.
PENALTIES. Penalty for Failure to Furnish Taxpayer Identification Number.--If
you fail to furnish your correct taxpayer
9
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.
Civil Penalty for False Statements with Respect to Withholding.--If you make a
false statement with no reasonable basis, which results in no imposition of
backup withholding tax, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information--If you willfully falsify
certifications or affirmations, you are subject to criminal penalties including
fines and/or imprisonment.
PRIVACY ACT NOTICES. Section 6109 requires most recipients of dividends,
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 and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 30.5% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
NOTE: IF YOU DO NOT COMPLETE AND RETURN THE SUBSTITUTE FORM W-9, IT WILL BE
NECESSARY TO WITHHOLD 30.5% OF ANY PAYMENTS MADE TO YOU FOR YOUR SHARES. TO
AVOID MANDATORY BACKUP WITHHOLDING TAX, YOU MUST COMPLETE THE FOLLOWING
SUBSTITUTE FORM W-9 AND RETURN IT TO THE DEPOSITARY WITH THE LETTER OF
TRANSMITTAL. YOU MUST PROVIDE YOUR TAX IDENTIFICATION NUMBER, OR TIN, WHICH IS
GENERALLY YOUR SOCIAL SECURITY NUMBER FOR INDIVIDUALS OR YOUR EMPLOYER
IDENTIFICATION NUMBER FOR ENTITIES; AND FOLLOW THE INSTRUCTIONS PROVIDED BELOW
AND SIGN AND DATE AT THE BOTTOM. IF YOUR SHARES ARE HELD JOINTLY (FOR EXAMPLE,
BY HUSBAND AND WIFE), THEN EACH OWNER MUST COMPLETE A SUBSTITUTE FORM W-9. YOU
MAY PHOTOCOPY THIS FORM IF YOU NEED ADDITIONAL COPIES. PLEASE REVIEW INSTRUCTION
14 AND PART IV FOR ADDITIONAL INFORMATION REGARDING CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
10
U.S. STOCK TRANSFER CORPORATION
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN SOCIAL SECURITY
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY NUMBER(S) OR EMPLOYER IDENTIFICATION NUMBER:
Department of the Treasury SIGNING AND DATING BELOW.
Internal Revenue
Service --------------------------------- -------------------------------------------
(list-TIN-of-each-owner)
PART 2--Certification under penalties of perjury, I certify that
(1) I am a U.S. person (includes resident aliens) and
(2) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a
number to be issued for me) and
(3) I am not subject to backup withholding because:
(a) I am exempt from backup withholding or
Payer's Request for Taxpayer (b) I have not been notified by the Internal Revenue
Identification Number Service (the "IRS") that I am subject to backup
("TIN") 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.
You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to
backup withholding because of underreporting interest
or dividends on your tax returns. However, if after
being notified by the IRS that you are subject to
backup withholding, you received another notification
from the IRS stating that you are not longer subject
to backup withholding, do not cross out such item
(2).
If you have applied for but not received a taxpayer
[ ] PART 3 identification number, check the box in Part 3
Awaiting TIN to the left, and complete the Certificate of
Awaiting Taxpayer Identification Number
below.
[ ] PART 4 If you are exempt from backup withholding,
Exempt TIN check the box in Part 4 to the left.
Signature: Date:
-------------------------------------------------------- ----------------------------
Print Name:
-------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE OF AWAITING
TAXPAYER IDENTIFICATION NUMBER ONLY IF YOU CHECKED THE BOX
IN PART 3 OF THIS SUBSTITUTE FORM W-9 ABOVE.
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 Depositary, 30.5% of all reportable payments made to me will be withheld,
but will be refunded to me if I provide a certified taxpayer identification
number within 60 days.
Signature: Date:
---------------------------------------------------- ----------
Print Name:
--------------------------------------------------
11