1
EXHIBIT (A)(2)
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
UNIVAR CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED JUNE 7, 1996
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M.,
NEW YORK CITY TIME, ON JULY 15, 1996, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL MELLON SHAREHOLDER SERVICES, LLC
Deliver by Mail: By Overnight Delivery:
Chemical Mellon Shareholder Services, LLC Chemical Mellon Shareholder Services, LLC
P.O. Box 817 Midtown Station Attn.: Reorg. Dept., First Floor
New York, NY 10018 85 Challenger Road
Ridgefield Park, NJ 07660
By Facsimile Transmission
For Guaranteed Deliveries Only:
(201) 296-4293
Delivery by Hand: New York Drop:
First Interstate Bank of Washington 120 Broadway, 13th Floor
999 Third Avenue New York, NY 10271
Stock Transfer, 14th Floor
Seattle, Washington 98104
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Information Agent:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005-4495
Call Toll Free: 1 (800) 735-3591
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders either if
certificates for Shares (as defined below) are to be forwarded herewith or if
tenders of Shares are to be made by book-entry transfer to an account maintained
by Chemical Mellon Shareholder Services, LLC (the "Depositary") at The
Depository Trust Company and Philadelphia Depository Trust Company (each a
"Book-Entry Transfer Facility" and collectively referred to as the "Book-Entry
Transfer Facilities") pursuant to the procedures set forth in Section 2 of the
Offer to Purchase (as defined below). Shareholders who tender Shares by
book-entry transfer, are referred to herein as "Book-Entry Shareholders."
Holders of Shares whose certificates for such Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Shares
according to the guaranteed delivery
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/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number:
Transaction Code Number:
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
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:
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
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SHARE CERTIFICATE NUMBER OF SHARES
NUMBER(S)* TENDERED**
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Total Shares
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* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, it will be assumed that all Shares represented by
certificates delivered to the Depositary are being tendered. See Instruction
4.
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NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to UC Acquisition Corp., a Washington
corporation ("Buyer") which is an indirect subsidiary of Royal Pakhoed N.V. (a
translation of Koninklijke Pakhoed N.V., a publicly held limited liability
company formed and existing under the laws of The Netherlands, ("Parent"), the
above-described common shares (the "Shares"), of Univar Corporation, a
Washington corporation ("Company"), at a purchase price of $19.45 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated June 7, 1996 (the "Offer to Purchase"), and in this
Letter of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged. The undersigned understands that Buyer reserves the
right to transfer or assign, in whole or from time to time in part, to one or
more of its or Parent's affiliates, the right to purchase all or any portion of
the Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended, the terms or
conditions of any such extension), the undersigned hereby sells, assigns and
transfers to, or upon the order of Buyer all right, title and interest in and to
all of the Shares that are being tendered hereby and any and all dividends,
distributions, other Shares, rights or other securities issued or issuable in
respect thereof on or after May 31, 1996, and payable or distributable to the
undersigned on a date prior to the transfer to the name of Buyer or nominee or
transferee of Buyer on Company's stock transfer records of the Shares tendered
herewith (a "Distribution"), and constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares (and any Distributions), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver Share Certificates (and any Distributions), or transfer ownership
of such Shares (and any Distributions) on the account books maintained by a
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of Buyer, upon
receipt by the Depositary, as the undersigned's agent, of the purchase price
(adjusted, if appropriate, as provided in the Offer to Purchase), (ii) present
such Shares (and any Distributions) for transfer on the books of Company and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms and subject to the conditions of the Offer.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned hereby irrevocably appoints each designee of Buyer, the
attorney-in-fact and proxy of the undersigned, with full power of substitution,
to the full extent of the undersigned's rights with respect to all Shares
tendered hereby and accepted for payment and paid for by Buyer (and any
Distributions). All such proxies shall be considered coupled with an interest in
the Shares tendered herewith. Such appointment will be effective when, and only
to the extent that, Buyer pays for such Shares as provided in the Offer to
Purchase. Upon such appointment, all prior powers of attorney, proxies, consents
or revocations given by such shareholder with respect to such Shares (and any
Distributions) will, without further action, be revoked and no subsequent powers
of attorney, proxies, consents or revocations may be given (and, if given, will
be deemed ineffective). The designees of Buyer will, with respect to the Shares
for which such appointment is effective, be empowered to exercise all voting and
other rights with respect to such Shares of the undersigned as they in their
sole discretion may deem proper at any annual, special or adjourned meeting of
Company's shareholders or actions by written consent in lieu of any such meeting
or otherwise. Buyer reserves the right to require that, in order for Shares to
be deemed validly tendered, immediately upon the payment of such Shares, Buyer
or its designee must be able to exercise full voting and consent and other
rights with respect to such Shares and other securities or rights, including
voting at any meeting of shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distributions) and that, when the same are accepted for payment
and paid for by Buyer, Buyer will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and that the Shares tendered hereby (and any Distributions) will
not be subject to any adverse claim. The undersigned, upon request, will execute
and deliver any additional documents deemed by the Depositary or Buyer to be
necessary or desirable to complete the sale, assignment and transfer of Shares
tendered hereby (and any Distributions). In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account of Buyer any and
all other Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, Buyer shall be, subject to applicable law,
entitled to all rights and privileges as owner of any such Distributions, and
may withhold the entire purchase price of Shares tendered hereby, or deduct from
such purchase price the amount or value thereof as determined by Buyer in its
sole discretion.
Tender of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date (as defined in the Offer to Purchase) and, unless theretofore
accepted for payment by Buyer pursuant to the Offer, may also be withdrawn at
any time after August 6, 1996. See Section 3 of the Offer to Purchase.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered".
Similarly, unless otherwise indicated under "Special Delivery Instructions",
please mail the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the addresses of the registered holder(s)
appearing under "Description of Shares Tendered". In the event that both the
Special Payment Instructions and the Special Delivery Instructions are
completed, please issue the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment in the name of, and
deliver such check and/or return Share Certificates to, the person(s) so
indicated. The undersigned recognizes that Buyer has no obligation pursuant to
the Special Payment Instructions to transfer any Shares from the name of the
registered holder thereof if Buyer does not accept for payment any of the Shares
tendered hereby.
/ / Check here if any of the certificates representing Shares that you own have
been lost or destroyed and see Instruction 11.
Number of Shares represented by the lost or destroyed certificates:
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SPECIAL PAYMENT
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share Certificates not tendered or not accepted for
payment and/or the check for the purchase price of Shares accepted for payment
are to be issued in the name of someone other than the undersigned.
Issue / / check
/ / certificates to:
Name:_________________________________________________________________________
(Please Type or Print)
Address_______________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share Certificates not tendered or not accepted for
payment and/or the check for the purchase price of Shares accepted for payment
are to be sent to someone other than the undersigned or to the undersigned at an
address other than that shown above.
Mail / / check
/ / certificates to:
Name:_________________________________________________________________________
(Please Type or Print)
Address_______________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
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IMPORTANT
SHAREHOLDER SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9
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(Signature(s) of Shareholder(s))
Dated:_________ , 1996
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the Share Certificate or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the following
information. See instruction 5.)
Name:__________________________________________________________________________
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(Please Type or Print)
Capacity (Full Title):_________________________________________________________
Area Codes and Telephone Numbers:______________________________________________
Taxpayer Identification or Social Security No.:________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature:__________________________________________________________
Name:__________________________________________________________________________
(Please Type or Print)
Title:_________________________________________________________________________
Name of Firm:__________________________________________________________________
Address:_______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Numbers:_______________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantees. Except as otherwise provided below, signatures on
this Letter of Transmittal must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (an "Eligible Institution"), unless the Shares
tendered hereby are tendered (i) by the registered holder (which term, for
purposes of these Instructions, includes any participant in any of the
Book-Entry Transfer Facilities' systems whose name appears on a security
position listing as the owner of the Shares) of such Shares who has completed
neither the box entitled "Special Payment Instructions" nor the box entitled
"Special Delivery Instructions" herein or (ii) for the account of an Eligible
Institution. See Instruction 5. If the Share Certificates are registered in the
name of a person other than the signer of this Letter of Transmittal, or if
payment is to be made to, or Share Certificates for unpurchased Shares are to be
issued or returned to, a person other than the registered owner, then the
tendered certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
holders or owners appear on the certificates, with the signatures on the
certificates or stock powers guaranteed by an Eligible Institution as provided
herein. See Instruction 5 and 7.
2. Requirements of Tender. This Letter of Transmittal is to be used either
if Share Certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
Section 2 of the Offer to Purchase. Share Certificates, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the
Depositary's account at a Book-Entry Transfer Facility, as well as this Letter
of Transmittal (or a facsimile hereof), properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined in
Section 2 of the Offer to Purchase) in connection with a book-entry transfer and
any other documents required by this Letter of Transmittal, must be received by
the Depositary at one of its addresses set forth herein prior to the Expiration
Date. Shareholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedures
for delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in Section 2 of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution, (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Buyer must be
received by the Depositary prior to the Expiration Date, and (iii) the Share
Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in
proper form for transfer, together with a Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message) and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three (3) trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided in Section 2 of the Offer to
Purchase. If Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
The method of delivery of Share Certificates, this Letter of Transmittal and
all other required documents, including delivery through any Book-Entry Transfer
Facility is at the option and sole risk of the tendering shareholder and the
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery. The Notice of Guaranteed Delivery may be delivered by
hand to the Depositary or transmitted by facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.
No alternative, conditional or contingent tenders will be accepted. All
tendering shareholders, by execution of this Letter of Transmittal (or a
facsimile thereof), waive any right to receive any notice of the acceptance of
their Shares for payment.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (Not applicable to Book-Entry Shareholders). If fewer
than all the Shares represented by any Share Certificates delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered". In
such case, a new Share Certificate for the untendered Shares will be sent,
without expense, to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by certificate(s) delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Buyer of such person's authority so to act must be submitted.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
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If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made, or Share
Certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s). Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the certificate(s) listed and
transmitted hereby, the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificate(s). Signatures on such
certificate(s) or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, Buyer
will pay or cause to be paid any stock transfer taxes with respect to the
transfer and sale of purchased Shares to it or its order pursuant to the Offer.
If however, payment of the purchase price is to be made to, or (in the
circumstances permitted hereby) if Share Certificates not tendered or not
purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Share Certificates are registered in the
name of any person other than the person(s) signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such person) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence of the payment
of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check and/or Share
Certificates for unpurchased Shares is or are to be issued in, the name of a
person other than the signer of this Letter of Transmittal or if a check is to
be sent, and/or such Share Certificates are to be returned 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.
8. Requests for Assistance or Additional Copies. Questions and requests for
assistance may be directed to the Information Agent at its address or telephone
number set forth above and additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained at
Buyer's expense from the Information Agent at its address set forth above or
from a broker, dealer, commercial bank or trust company.
9. Waiver of Conditions. Subject to the terms of the Reorganization
Agreement (as defined in the offer to Purchase) the conditions of the Offer may
be waived by Buyer, in whole or in part, at any time or from time to time in
Buyer's sole discretion.
10. Backup Withholding Tax. Each tendering shareholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering shareholder to 31% federal income tax backup withholding on the
payment of the purchase price. The box in Part 3 of the form may be checked if
the tendering shareholder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future. If the box in Part 3 is
checked and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% of all payments of the purchase price, if any, made
thereafter pursuant to the Offer until a TIN is provided to the Depositary.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the shareholder should promptly
notify the Depositary by checking the box immediately preceding the special
payment/special delivery instructions and indicating the number of Shares lost.
The shareholder will then be instructed as to the steps that must be taken in
order to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
(OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND CERTIFICATES
OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with the
shareholder's correct TIN on Substitute Form W-9 below. If the shareholder is an
individual, the TIN is his or her social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
shareholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. Failure to furnish timely a correct TIN
or include all required information will subject the taxpayer to a $50 penalty
for each failure. There are civil and criminal penalties for giving false
information to avoid backup withholding. A shareholder who provides false
information may be subject to a civil penalty of up to $500 and a criminal
penalty, upon conviction, of a fine up to $1,000 or imprisonment of up to one
year, or both.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. For a foreign individual to qualify as an exempt recipient, that
shareholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Forms for such statements can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If (i) the shareholder does not furnish the Depositary with a TIN in the
required manner; (ii) the IRS notifies the Depositary that the TIN provided is
incorrect; or (iii) the shareholder is required, but fails, to certify it is not
subject to backup withholding, backup withholding will apply. If backup
withholding applies, the Depositary is required to withhold 31% of any payments
made to the shareholder. Backup withholding is not an additional tax. Rather,
the tax liability of persons subject to backup withholding will be credited by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
8
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a shareholder
must provide the Depositary with his or her correct TIN by completing the
Substitute Form W-9 below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that the shareholder is awaiting a TIN) and that (i) the
shareholder has not been notified by the Internal Revenue Service that he or she
is subject to backup withholding as a result of failure to report all interest
or dividends or (ii) the Internal Revenue Service has notified the shareholder
that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
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PAYER'S NAME: UC ACQUISITION CORP.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND ------------------------------
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
OR
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Employer Identification
Number(s)
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PART 2 -- Certification -- Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct Taxpayer Part 3 --
Identification Number (or I am waiting for a number to Awaiting TIN
be issued to me) and / /
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding or (b) I have not been notified ------------------
by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to Part 4
report all interest or dividends or (c) the IRS has Exept TIN
notified me that I am no longer subject to backup / /
withholding.
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have been
Department of the Treasury notified by the IRS that you are subject to backup withholding because of under reporting
Internal Revenue Service interest or dividends on your tax returns. However, if after being notified by the IRS that
(IRS) you were subject to backup withholding you received another notification from the IRS stating
Payer's Request for that you are no longer subject to backup withholding, do not cross out such item (2). If you
Taxpayer Identification are exempt from backup withholding, check the box in Part 4 above. If you are awaiting your
Number (TIN) TIN number, check the box in Part 3 above.
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SIGNATURE________________________________________________________ DATE___________________________, 1996
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, if I do not provide a taxpayer identification number to the
Depositary within 60 days, 31% of all reportable payments made to me
thereafter will be withheld until I provide a number.
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Signature Date
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