EXHIBIT 99F
[LETTERHEAD OF GEN-X SPORTS INC.]
August 7, 2002
To: The Shareholders of
Gen-X Sports, Inc. and
Gen-X Sports Inc.
RE: SALE OF GEN-X SPORTS INC. AND GEN-X SPORTS, INC. (COLLECTIVELY "GEN-X")
AND THEIR SUBSIDIARIES TO HUFFY CORPORATION ("HUFFY")
As you are aware, management and the board of directors of Gen-X have entered
into a series of definitive agreements to sell Gen-X to Huffy for a purchase
price (subject to adjustment) consisting of a combination of 5,000,000 Huffy
shares and US$19,000,000 (in cash). In connection therewith we are enclosing a
prospectus/proxy statement of Huffy (the "PROSPECTUS") which focuses on the
transactions relating to our U.S. operations. Please read the Prospectus
carefully as it contains important information that you should consider in
deciding whether to approve the merger of Gen-X Sports Inc. into HSGC, Inc., a
wholly-owned subsidiary of Huffy Corporation. The purpose of this letter is to
outline the details of the transactions, principally as they affect the Canadian
operations, in a comprehensive way and outline the steps necessary to effect
same.
PURCHASE AGREEMENTS
- -------------------
There are two major purchase agreements. In the first agreement, the majority
shareholders of Gen-X Sports, Inc. ("GEN-X ONTARIO") have agreed to sell their
common shares of Gen-X Ontario. As a shareholder of Gen-X Ontario, you are
entitled to sell your common shares of Gen-X Ontario on the same terms as the
majority shareholders, provided that you execute a shareholders acceptance
agreement in the form attached hereto. The aggregate purchase price for the
Gen-X Ontario common shares is US$13,443,086. In addition to the common shares,
2,000,000 outstanding Gen-X Ontario Class A Preference shares are being sold for
US$2,000,000. Contemporaneously with and conditional upon the sale of the Gen-X
Ontario shares and the approval of its stockholders, Gen-X Sports Inc., ("GEN-X
U.S.") has agreed to merge with a subsidiary of Huffy for total consideration to
be paid to the holders of the stock of Gen-X U.S. in the amount of US$5,556,914
plus 5,000,000 shares of Huffy Common stock. With respect to the consideration
payable on the sale of Gen-X U.S., there are certain conditions and adjustments
which will apply. A description of these adjustments is set out in the
Prospectus.
DOCUMENTS TO BE EXECUTED BY SHAREHOLDERS
- ----------------------------------------
The following documents are required from Shareholders of Gen-X Ontario:
1. Power of Attorney to transfer shares.
2. Canadian Residency:
(a) If you are a Gen-X Ontario Shareholder who is a non-resident
of Canada, a Section 116 Certificate is required pursuant to
the Income Tax Act (Canada) (the
-2-
"CANADIAN TAX ACT") in order to avoid withholding tax on the
sale. A Section 116 Certificate can be obtained by applying to
the Canada Customs and Revenue Agency in prescribed form (Form
T 2062) and generally requires the advance payment of the
estimated liability, if any, under the Canadian Tax Act. If a
Section 116 Certificate is not obtained, the purchaser is
required to withhold and remit 25% of the gross purchase price
payable to a non-resident Gen-X Ontario Shareholder. If you
are a non-resident of Canada and are resident in a country
with which Canada has a tax treaty, it is possible to obtain a
Section 116 Certificate without payment of Canadian taxes,
provided the applicable tax treaty exempts any Canadian tax
that would otherwise arise with respect to the sale of Gen-X
Ontario shares. In this connection we enclose herein Form T
2062. Please complete the highlighted portions in accordance
with the instructions which form part of the enclosure. Once
you have completed the highlighted portions of and signed the
Form T 2062, please return it to us as soon as possible so
that we may attach the requisite supporting documentation and
file it with Canada Customs and Revenue Agency on your behalf.
(b) If you are a Gen-X Ontario Shareholder who is a resident of
Canada, please find enclosed for your signature a Statutory
Declaration whereby you are asked to declare that you are not
a non-resident for the purposes of Section 116 of the Canadian
Tax Act. Please note that you will need to have your signature
commissioned by a commissioner of oaths or notarized by a
notary public.
3. If you are a shareholder of Gen-X U.S. you have been invited to attend
the meeting of Gen-X U.S. shareholders pursuant to the Prospectus. If
you would prefer to appoint a proxy in your stead, we would ask you to
sign and date the proxy card enclosed with the Prospectus and mail it
promptly in the postage paid envelope enclosed with the Prospectus.
TAX MATTERS
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With respect to the merger of Gen-X U.S. with a subsidiary of Huffy, the
Canadian Federal Income Tax consequences of the merger and the United States
Federal Income Tax consequences of the merger are set out in the Prospectus.
With respect to the sale of the shares of Gen-X Ontario, the following is a
summary of the principal Canadian Federal Income Tax consequences under the
Canadian Tax Act generally applicable to Gen-X Ontario stockholders resident in
Canada who dispose of their shares of Gen-X Ontario pursuant to the Gen-X
Ontario share purchase agreement. This summary is based upon the current
provisions of the Canadian Tax Act, the regulations thereunder, all specific
proposals to amend the Canadian Tax Act and regulations publicly announced by
the Minister of Finance (Canada) prior to the date hereof and our understanding
of the current published administrative policies of the Canada Customs and
Revenue Agency. Except for proposed amendments, the summary does not take into
account or anticipate changes in the law, whether by way of judicial decision,
legislative action or change to the administrative position of the Canada
Customs and Revenue Agency, nor does it take into account tax legislation of
countries other than Canada or any relevant provincial or territorial tax
legislation.
-3-
This summary is applicable to a Gen-X Ontario stockholder who, for the purposes
of the Canadian Tax Act and at all relevant times, is resident in Canada, holds
the shares of Gen-X Ontario as capital property, deals at arm's length with
Gen-X Ontario, is not affiliated with Gen-X Ontario, is not a "specified
financial institution" or a "financial institution" as defined in the Canadian
Tax Act, and for whom Gen-X Ontario is not a "foreign affiliate". Shares of
Gen-X Ontario will generally be considered to be capital property of a Gen-X
Ontario shareholder unless the shares of Gen-X Ontario are held in the course of
carrying on a business of buying and selling securities or the shares of Gen-X
Ontario were acquired in a transaction considered to be an adventure in the
nature of trade.
CANADIAN INCOME TAX CONSEQUENCES OF THE SHARE PURCHASE AGREEMENT FOR CANADIAN
SHAREHOLDERS OF GEN-X ONTARIO
Under the Canadian Tax Act, a Gen-X Ontario shareholder who sells shares of
Gen-X Ontario pursuant to the share purchase agreement will realize a capital
gain (or capital loss) to the extent that the fair market value of the cash
consideration received, expressed in Canadian dollars, exceeds (or is less than)
the aggregate of the adjusted cost base of the shares of Gen-X Ontario to the
Gen-X shareholder, expressed in Canadian dollars, and any reasonable cost of
disposition.
One half of any such capital gain will generally be included as a taxable
capital gain in computing the Gen-X Ontario shareholders income for the taxation
year of disposition, and one-half of any such capital loss may generally be
deducted from the Gen-X Ontario shareholders taxable capital gains in accordance
with the rules in the Canadian Tax Act. Taxable capital gains realized upon the
disposition of shares of Gen-X Ontario by Gen-X Ontario shareholder that is a
Canadian controlled private corporation (as defined in the Canadian Tax Act) may
be subject to an additional refundable tax at the rate of 6 2/3%. In certain
circumstances, capital gains realized by an individual or certain trusts may
result in such person being liable to pay alternative minimum tax under the
Canadian Tax Act, if applicable.
US FEDERAL INCOME TAX CONSEQUENCES OF THE SHARE PURCHASE AGREEMENT FOR US
SHAREHOLDERS OF GEN-X ONTARIO
With respect to the sale of the shares of Gen-X Ontario, the following is a
summary of the principal U.S. federal income tax consequences generally
applicable to Gen-X Ontario shareholders who are citizens or residents of the
United States, U.S. domestic partnerships or corporations, or U.S. estates or
trusts - as those terms are used in Section 7701(a)(30) of the Internal Revenue
Code of 1986, as amended (the "CODE") - and who dispose of their shares of Gen-X
Ontario pursuant to the Gen-X Ontario share purchase agreement ("U.S.
SHAREHOLDERS"). This summary is based on the current Code, Treasury Regulations,
published Internal Revenue Service ("IRS") rulings, published administrative
positions of the IRS, and Court decisions, any of which could be changed,
possibly on a retroactive basis, at any time. This summary does not consider the
potential effects, both adverse and beneficial, of any recently proposed
legislation which, if enacted, could be applied, possibly on a retroactive
basis, at any time.
This summary does not address U.S. alternative minimum tax ("AMT")
considerations, nor any state, local, or non-U.S. ("FOREIGN") tax consequences.
This summary is limited to U.S. shareholders who own Gen-X Ontario common shares
as capital assets, as that term is defined
-4-
under Section 1221 of the Code, and who hold Gen-X common shares directly (e.g.,
not through an intermediate entity such as a corporation, partnership, limited
liability company, or trust). This summary does not address the tax consequences
to, and the term "U.S. shareholder" does not include, persons subject to
specific provisions of U.S. federal income tax law, including (but not limited
to) tax-exempt organizations, qualified retirement plans, individual retirement
accounts and other tax-deferred accounts, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals or entities, non-U.S.
corporations, persons that have a "functional currency" other than the U.S.
dollar, shareholders who hold Gen-X Ontario common shares as part of a straddle,
hedging or conversion transaction, and shareholders who acquire their Gen-X
Ontario common shares through the exercise of employee stock options or
otherwise as compensation for services.
Assuming that Gen-X Ontario is not a passive foreign investment company ("PFIC")
or a controlled foreign corporation ("CFC") under the U.S. anti-deferral regimes
(because the Company is engaged in an active trade or business and more than 50%
of the vote and value of the Company is owned by non-U.S. persons), then a U.S.
shareholder of Gen-X Ontario who sells shares of Gen-X Ontario for cash pursuant
to the share purchase agreement will realize a capital gain (or capital loss) to
the extent that the fair market value of the cash consideration received exceeds
(or is less than) the shareholder's adjusted basis in the Gen-X Ontario common
shares plus the reasonable costs of disposition. If the sale results in a
capital gain, and if a U.S. individual shareholder's holding period for the
Gen-X Ontario common shares is more than one year, then such gain will be taxed
at the U.S. long term capital gains tax rates. If the U.S. individual
shareholder's holding period for the Gen-X Ontario common shares is one year or
less, then the ordinary income tax rates will apply to such gain. Capital gains
of a U.S. corporation are taxed to the corporation at the same rates as ordinary
income. If the sale results in a capital loss, then Section 1211 of the Code may
limit the U.S. shareholder's ability to deduct such loss beyond the U.S.
shareholder's net capital gain. Any capital loss limited by these rules may be
eligible to be carried back or forward to certain other tax years of the U.S.
shareholder.
If you have any questions in connection with any of the foregoing, do not
hesitate to contact the undersigned.
GEN-X SPORTS, INC.
Per:
--------------------------------------
KENNETH FINKELSTEIN,
CHAIRMAN AND CHIEF FINANCIAL OFFICER
SHARE TRANSFER POWER OF ATTORNEY
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged by the undersigned the undersigned has agreed to sell, assign and
transfer to HSGC CANADA INC., a New Brunswick corporation, the securities
described below (the "SECURITIES") pursuant to a certain share purchase
agreement effective as of June 5, 2002. In this connection, the undersigned
hereby irrevocably constitutes and appoints the Chief Financial Officer of Gen-X
Sports, Inc. the attorney of the undersigned to effect such sale and transfer,
to transfer the Securities which are the shares described below on the registers
of the Corporation (as defined below) and to endorse the shares described below
for transfer, with full power of substitution in the premises.
DESCRIPTION OF SECURITIES
______________________ SHARES of the capital stock of GEN-X SPORTS, INC. (the
"CORPORATION") represented by certificate number(s) ___________ , registered in
the name of the undersigned on the books of the Corporation:
DATED the day of , 2002.
------------ --------------------------------
- ---------------------------------------
[INSERT NAME]
- ---------------------------------------
Witness: [Name and address]
- ---------------------------------------
Witness: [Name and address]
[LOGO] Canada Customs Agence des douanes and
Revenue Agency et du revenu du Canada
REQUEST BY A NON-RESIDENT OF CANADA FOR A CERTIFICATE OF COMPLIANCE
RELATED TO THE DISPOSITION OF TAXABLE CANADIAN PROPERTY
INSTRUCTIONS
All legislative references are to the Income Tax Act.
Use this form if you are a non-resident of Canada to give notice of the proposed
disposition of, or the completed disposition of, certain taxable Canadian
property. Taxable Canadian property is property described in subsection 248(1)
of the Act. A disposition of taxable Canadian property includes any interest or
option for such property whether or not the property exists.
Use Form T2062A for proposed or completed dispositions of Canadian resource or
timber resource property, Canadian real property (other than capital property),
or depreciable taxable Canadian property. However, when disposing of depreciable
taxable Canadian property, use this form to report the gain on the disposition
and Form T2062A to report the recapture of capital cost allowance or terminal
loss. If both forms T2062 and T2062A are required for a disposition, the forms
must be filed together.
If you file a request for a proposed disposition under subsection 116(1) and the
completed disposition complies with the requirements of subparagraphs 116(3)(d),
(e) and (f), you do not have to file a separate request under subsection 116(3)
for the completed disposition. You have to file a separate T2062 for each
disposition or proposed disposition. However, if you are disposing of, or
proposing to disposed of, several properties to the same purchaser at the same
time, only one T2062 is required for all the properties. A separate T2062 must
be filed by each person indicating an interest in a joint tenancy, tenancy in
common, or co-ownership.
We issue a certificate of compliance after tax is paid or security acceptable to
the Minister is submitted for the disposition. Final settlement of the tax
liability is made when you file your Canadian income tax return. YOU HAVE TO
FILE AN INCOME TAX RETURN TO REPORT THE DISPOSITION OF THE PROPERTY LISTED ON
THIS FORM.
IF YOU ARE GIVING NOTICE OF A COMPLETED DISPOSITION UNDER SUBSECTION 116(3), YOU
MUST SEND THIS FORM TO US BY REGISTERED MAIL, NOT LATER THAN 10 DAYS AFTER THE
DATE OF DISPOSITION.
Send this form along with all attached documents to the tax services office for
the area where the property is located.
IDENTIFICATION NUMBER - Enter the appropriate identification number. This will
ensure that security or payment made for tax is credited to the correct account.
Identification numbers must be used when filing your Canadian income tax return
and on all correspondence with us.
SOCIAL INSURANCE NUMBER (SIN) - applies if an individual was formerly a
resident or a deemed resident of Canada.
TEMPORARY TAX NUMBER (TTN) - is a number assigned to a non-resident
individual who filed a Canadian income tax return in previous years.
BUSINESS NUMBER (BN) - is a registration number for businesses such as
corporations, partnerships, and sole proprietorships.
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APPLYING FOR A BN
Complete Form RC1, Request for a Business Number (BN). Form RC1 and our
pamphlet called, The Business Number and Your Canada Customs and
Revenue Agency Accounts, are available on the Internet at:
www.ccra.gc.ca
Send the completed RC1 to the International Tax Services Office with a
copy of the certification of incorporation. Please tell the tax
services office where you filed the Form T2062 as soon as you get your
BN.
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DESCRIPTION OF PROPERTY - If a disposition includes more than one property,
attach a piece of paper providing the details for each property.
DESCRIPTION OF PROPERTY
Real estate - street address, city or town, plan number, lot
number, registration number, municipal value, and use of
property (e.g., personal residence, rental or business
property).
Shares of stock - name of corporation, number and class of shares,
certificate numbers, and par value or stated capital.
Partnership property - name, address, and
identification number of partnership.
Trusts - name and address, if any, of trust; otherwise name(s) and
address(es) of trustee(s).
EXEMPTIONS
If you are claiming an exemption from tax, such as under a tax
convention or a principal residence exemption, enter the exempt portion
in column (4). Attach a note detailing the calculation of the exempt
amount.
NOTE: You cannot claim outlays and expenses related to the disposition of
property, including real estate commissions, brokerage fees, and legal and
notary fees, when you file this form. However, you can claim these amounts
when you file your Canadian income tax return.
MORE INFORMATION
You can get information about residency status in Canada from Interpretation
Bulletin IT-221, Determination of an Individual's Residence Status, or by
contacting the International Tax Services Office at 952-3741 (calls from within
the Ottawa area), 1-800-267-5177 (calls from other areas in Canada and the
United States), or collect at (613) 952-3741 (calls from outside Canada and the
United States).
You can also get information from:
Information Circular 72-17 - Procedures Concerning the Disposition of
Taxable Canadian Property by Non-Residents
of Canada - Section 116
Interpretation bulletins: IT 171 - Non-Resident Individuals -
Computation of Taxable Income
Earned in Canada and
Non-Refundable Tax Credits
IT 176 - Taxable Canadian Property -
Interests in and Options on
Real Property and Shares
IT 419 - Meaning of Arm's Length
T2062 E (01) (Ce formulaire existe en francais.)
SUPPORTING DOCUMENT LIST
When you send us your completed Form T2062, you must attach supporting documents
so we can process your request. To help you, we have provided the following
reference list. You can tick [X] the boxes that apply to you.
TRANSACTIONS
SALE OF LAND OR BUILDINGS
If you sell land or buildings, include copies of:
[ ] the offer to purchase (proposed disposition);
[ ] the sales agreement (actual disposition);
[ ] the purchase agreement (when property is acquired); and
[ ] the registered deeds on purchase and on sale.
PRINCIPAL RESIDENCE
If the property is your principal residence, also include:
[ ] Form T2091(IND), Designation of a Property as a Principal
Residence by an Individual (Other than a Personal Trust);
and
[ ] Form T2091(IND)-WS, Principal Residence Worksheet.
PERSONAL USE PROPERTY
If you sell other personal use property, include:
[ ] a letter describing the use of the property for the
ownership period; and
[ ] a list of adjustments to the adjusted cost base.
RENTAL PROPERTY
If you sell rental property, include:
[ ] capital cost allowance (CCA) schedules for all years;
[ ] copies of your Canadian income tax returns and notices of
assessment for the last three years;
[ ] documents to support the allocation of the proceeds between
land and building;
[ ] documents to support subsection 21(1) and (3) elections
regarding capitalization of interest; and
[ ] a completed form T2062A, Request by a Non-Resident of
Canada for a Certificate of Compliance Related to the
Disposition of Canadian Resource or Timber Resource
Property, Canadian Real Property (other than Capital
Property), or Depreciable Taxable Canadian Property.
LEASES
If you grant an interest in property, or dispose of an interest
in property, include copies of:
[ ] the right-of-way agreement;
[ ] the surface lease agreement; or
[ ] the leasehold interest agreement.
VENDOR TAKES BACK MORTGAGE
If the vendor takes back the mortgage include:
[ ] a copy of the mortgage agreement.
MORTGAGE FORECLOSURES AND POWER OF SALE
If the transaction is a result of a mortgage foreclosure or power
of sale, include copies of:
[ ] the power of sale or court order; and
[ ] the mortgage agreement.
SALE OF DEPRECIABLE PROPERTY (OTHER THAN RENTAL PROPERTY)
For this type of transaction, include copies of:
[ ] the sales agreement;
[ ] the capital cost allowance (CCA) schedules for all years;
[ ] documentation to support the cost amount ;and
[ ] a completed form T2062A.
SALE OF SHARES
If you sell shares, include copies of :
[ ] the share certificate or section of the minute book showing the
number of shares owned;
[ ] the shareholder register showing the number of shares owned;
[ ] the original purchase agreement documenting the adjusted cost
base;
[ ] the sales agreement or corporate resolution concerning the sale;
[ ] the most recent financial statements of the corporation whose
shares are sold; and
[ ] the most recent financial statements of any subsidiary
companies.
SALE OF PARTNERSHIP PROPERTY
If you sell partnership property, include copies of:
[ ] the sales agreement;
[ ] the listing of partners; and
[ ] the partnership agreement.
PARTNERSHIP INTEREST
If the property is a partnership interest, include:
[ ] a calculation of the adjusted cost base (ACB);
[ ] a copy of the partnership capital account balance; and
[ ] the purchase agreement (if interest was originally acquired
from another partnership).
PARTNERSHIP RESIDUAL INTEREST
If the property is a partnership residual interest, include:
[ ] a calculation of the ACB.
PARTNERSHIP CONTINUING INCOME RIGHT
If the property is a continuing income right, include:
[ ] a calculation of the ACB; and
[ ] documents to support the partner's share of income.
CLAIMS FOR EXEMPTIONS UNDER TAX CONVENTIONS
If you are claming an exemption under a tax convention, you have to
give us proof of residency.
INDIVIDUALS should include:
[ ] copies of their most recent income tax returns from the treaty
country; or
[ ] a letter from the tax authority in the treaty country confirming
their residency status; or
[ ] an affidavit signed by a commissioner of oaths or notary public
confirming their residency status.
CORPORATIONS should include:
[ ] a copy of their charter; and
[ ] copies of their most recent income tax returns from the treaty
country; or
[ ] a letter from the tax authority in the treaty country confirming
their residency status.
TRUSTS AND ESTATES should include:
[ ] a copy of the trust agreement, indenture, or will; and
[ ] copies of the most recent income tax returns from the treaty
country; or
[ ] a letter from the tax authority in the treaty country confirming the
trust's residency status.
FRESH START RULE
If you are claiming an exemption under the Canada-US Tax
Convention, Article XIII paragraph 9 (Fresh Start Rule), include:
[ ] proof that you were a continuous resident of the United States
from September 26, 1980, to the date of sale;
[ ] the value of the property on December 31, 1971 (for property
acquired before January 1, 1972); and
[ ] a calculation of the exempt portion of the gain accrued to
December 31, 1984; or
[ ] an appraisal report for the fair market value of the property on
December 31, 1984.
NON-ARM'S LENGTH TRANSACTIONS
If the transaction is between non-arm's length parties, include:
[ ] an appraisal report determining the fair-market value of the
property at the time of disposition; or
[ ] a letter of opinion from an appraiser or agent.
GIFT OF PROPERTY
If the transaction is a gift of property, include:
[ ] a copy of the transfer deed.
SECTION 85 ELECTIONS (ROLLOVERS)
If a section 85 election is made on the transaction, include a
copy of:
[ ] Form T2057, Election on Disposition of Property by a
Taxpayer to a Taxable Canadian Corporation; or
[ ] Form T2058, Election on Disposition of Property by a
Partnership to a Taxable Canadian Corporation; and
[ ] all supporting documents including valuations, appraisals,
and calculations showing how the agreed amounts were
determined.
CORPORATE REORGANIZATION
If the transaction is a result of a corporate reorganization,
include:
[ ] copies of documents explaining the reorganization;
[ ] a list of steps involved in the reorganization; and
[ ] a corporate organization chart.
DEEMED DIVIDENDS - SECTION 212.1 OR SUBSECTION 84(3)
If a section 212.1 or subsection 84(3) deemed dividend results
from the transaction, include the calculation of the:
[ ] deemed dividend or paid-up capital reduction; and
[ ] tax paid-up capital.
TRUSTS AND ESTATES
If the vendor is a trust or estate, include the following information as
well as documents related to the transaction:
[ ] name and address of the trustee, executor, administrator, or
other representative of the trust or estate;
[ ] proof of residency of the trustee, executor, administrator, or other
representative of the trust or estate;
[ ] the trust or estate's country of residence; and
[ ] disclosure that a trust is a party to the transaction.
CHARITIES AND NON-PROFIT ORGANIZATIONS
If the vendor is a charity or non-profit organization, include the
following information as well as specific documents related to the
transaction:
[ ] proof that the organization is registered as a charity for tax
purposes in the country of residence.
JOINT TENANCY, TENANCY IN COMMON, OR CO-OWNERSHIP
If the vendor is a member of a joint tenancy, tenancy in common or
co-ownership, include the following information as well as specific
documents related to the transaction:
[ ] a list of names and addresses of all members.; and
[ ] the percentage of ownership of each member.
ELECTIONS
If you previously made an election on the property, include a copy of
the election form such as:
[ ] Form T664 or T664 (Seniors), Election to Report a Capital Gain
on Property Owned at the end of February 22, 1994; or
[ ] Form T2061A, Election by an Emigrant to Report Deemed
Dispositions of Taxable Canadian Property and Any Resulting
Capital Gain or Loss
PAYMENT OF TAX OR SECURITY
If you are making a payment of tax, include:
[ ] the trust cheque, certified cheque, bank draft, or money order;
[ ] the bank guarantee; or
[ ] evidence that security has been given.
- ------------------------------- FOR CCRA USE ONLY -----------------------------
Account or subsidiary ------------ Amount of ledger ------------
number ------------ payment ------------
- --------------------------------------------------------------------------------
Printed in Canada
[LOGO} Canada Customs Agence des douanes
and Revenue Agency et du revenu du
Canada
REQUEST BY A NON-RESIDENT OF CANADA FOR A CERTIFICATE OF COMPLIANCE RELATED TO THE
DISPOSITION OF TAXABLE CANADIAN PROPERTY
- ------------------------------------------------------------------------------------------------------------------------------------
TICK [X] THE BOX THAT APPLIES TO YOU [ ] Proposed disposition [ ] Completed disposition
- ------------------------------------------------------------------------------------------------------------------------------------
- ----- VENDOR (NON-RESIDENT) -------------------------------------------------------------------------------------------------------
Last name (print) First name and initial (print) Date of birth Date of departure from Canada
Year Month Day Year Month Day
- ------------------------------------------------------------------------------------------------------------------------------------
Present address Social insurance number or temporary tax number
----------------------------------------------------
Business Number (BN)
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Representative - name and address (see note below) Telephone and fax number
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NOTE: By completing this information, you authorize the person named to act as your representative in matters concerning this
request.
- ----- PURCHASER --------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Last name First name and initial Telephone
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Present address
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Representative's name and address Telephone and fax number
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1. If you previously filed Form T2062 or Form T2062A in this calendar year, state the name of the tax services office where you
filed it, and give the name and address of the purchaser(s).
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2. Is the disposition subject to an election under section 85 (transfer of property to [ ] Yes [ ] No
a corporation)?
3. Do you hold or plan on holding a mortgage as a result of the disposition? [ ] Yes [ ] No
4. Have you received income, including rents, royalties, or lease payments, from [ ] Yes [ ] No
the property?
If yes, complete the following:
[ ] Non-resident tax was withheld.
Give the name and address of person who withheld the tax.
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[ ] Non-resident tax was not withheld.
[ ] State the period when income was received from the property. to (attach income
----------------- ------------------ statements that
(year, month, day) (year, month, day) show the amount
of gross income)
If no, state the use of the property during the period of ownership.
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5. If you have outstanding balances for taxes, including income or excise taxes, custom duties, or the goods & services
tax/harmonized sales tax (GST/HST), give the identification or account number(s) for the outstanding balances.
----------------
6. State the last tax year for which you filed a Canadian income tax return, if applicable:
----------------------
7. Is the disposition of property to a person with whom you are not dealing at arm's length,
or is it a gift inter-vivos? [ ] Yes [ ] No
If yes, and the disposition is at less than fair market value, enter the fair market value at the time of
disposition in column (1) below.
- ----- DETAILS OF PROPERTY (refer to instructions on page 1 for more information) ---------------------------------------------------
Date or Vendor's Description of property
proposed date of disposition acquisition date
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Year Month Day Year Month Day
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- ------------------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Gain or (loss). Net gain or (loss).
Proceeds of disposition Adjusted cost base Column (1) less column (2) Exemptions Column (3) less column (4)
- ------------------------------------------------------------------------------------------------------------------------------------
$ $ $ $ $
- ------------------------------------------------------------------------------------------------------------------------------------
PAYMENT OF TAX. ENTER 25% OF NET GAIN. $
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- ----- CERTIFICATION ----------------------------------------------------------------------------------------------------------------
I, _____________________________ , certify that the information given on this form is, to the best of my knowledge, correct and
Name complete.
- ----------------------------------------- ----------------------------------------------- -----------------------------------------
Date (Authorized person's signature) (Position or office)
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T2062 E (01) (Ce formulaire existe en francais.)
STATUTORY DECLARATION
(Corporate)
CANADA ) IN THE MATTER OF the sale of shares by
) __________________ to HSGC Canada Inc., a New
PROVINCE OF [ONTARIO] ) Brunswick Corporation to be completed pursuant to a
) share purchase agreement made effective as of June 5,
) 2002
)
)
I, __________________________, of the City of ____________, in the Province of [Ontario], do solemnly
declare that:
1. I am the _______________ of ______________________ (the "Corporation") and as such have personal
knowledge of the matters deposed herein.
2. The Corporation is not a non-resident of Canada for the purposes of Section 116 of the Income Tax Act
(Canada).
AND I make this solemn Declaration conscientiously believing it to be try and knowing that it is of the
same force and effect as of made under oath.
DECLARED BEFORE ME in the City of )
__________, in the Province of )
[Ontario], this _____ day of ______, ) -----------------------------------------------
2002. ) Name:
) Title:
- ------------------------ )
A Notary Public, Commissioner, etc. )
STATUTORY DECLARATION
(Individual)
CANADA ) IN THE MATTER OF the sale of shares by
) __________________ to HSGC Canada Inc., a New
PROVINCE OF [ONTARIO] ) Brunswick Corporation to be completed pursuant to a
) share purchase agreement made effective as of June 5,
) 2002
)
)
I, _______________________, of the City of _______________, in the Province of [Ontario], do solemnly
declare that:
1. I am not a non-resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada).
AND I make this solemn Declaration conscientiously believing it to be try and knowing that it is of the
same force and effect as of made under oath.
DECLARED BEFORE ME in the City of )
___________, in the Province of )
[Ontario], this _____ day of ______, ) ---------------------------------------------------
2002. ) Name:
)
- ------------------------ )
A Notary Public, Commissioner, etc. )