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Exhibit 99.1
LETTER OF TRANSMITTAL
BELDEN & BLAKE CORPORATION
For Tender of 9 7/8% Series A Senior Subordinated Notes
Pursuant to
Offer For Any and All Outstanding
9 7/8% Series A Senior Subordinated Notes
in Exchange for
9 7/8% Series B Senior Subordinated Notes
Which Have Been Registered Under the Securities Act of 1933
As Described in the Prospectus dated ________, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _____________, 1997, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offer Is:
LaSalle National Bank
By Hand or Overnight Delivery: Facsimile Transmissions By Registered Or Certified Mail:
(Eligible Institutions Only):
LaSalle National Bank LaSalle National Bank
[address] (212) xxx-xxxx [address]
[address] To Confirm by Telephone: [address]
[address] (212) xxx-xxxx [address]
For Information Call:
(800) xxx-xxxx
Delivery of this letter of transmittal to an address other than as
set forth above or transmission of this letter of transmittal via facsimile to a
number other than as set forth above does not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus, dated
______, 1997, as may be amended from time to time (the "Prospectus"), of Belden
& Blake Corporation, an Ohio corporation (the "Company"), and this Letter of
Transmittal, which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $225,000,000 of 9
7/8% Series B Senior Subordinated Notes due 2007, which have been registered
under the Securities Act of 1933, as amended (the "Securities Act") (the
"Exchange Notes"), of the Company for a like principal amount of the issued and
outstanding 9 7/8% Series A Senior Subordinated Notes due 2007 (the "Senior
Subordinated Notes") of the Company from the Holders thereof.
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PLEASE READ THE INSTRUCTIONS CONTAINED HEREIN CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL.
Capitalized terms used but not defined herein shall have the same
meanings respectively given to them in the Prospectus.
This Letter of Transmittal is to be completed by Holders of Senior
Subordinated Notes either if certificates for Senior Subordinated Notes
("Certificates") are to be forwarded herewith or if tenders of Senior
Subordinated Notes are to be made by book-entry transfer to an account
maintained by LaSalle National Bank (the "Exchange Agent") at the Depository
Trust Company (the "Book Entry Transfer Facility" or "DTC") pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering Senior
Subordinated Notes" in the Prospectus.
Holders of Senior Subordinated Notes whose Certificates are not
immediately available or who cannot deliver their Certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date (as
defined in the Prospectus) or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Senior Subordinated Notes
according to the guaranteed delivery procedures set forth in "The Exchanges
Offer--Procedures for Tendering Senior Subordinated Notes" in the
Prospectus. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned has completed the appropriate boxes below and
signed this Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
DESCRIPTION OF Senior Subordinated Notes
Principal
Aggregate Amount of
Principal Senior Subordinated
Amount of Notes
Name(s) and Address(es) of Holder(s): Certificate Senior Subordinated Tendered
(Please fill in, if blank) Number(s)* Notes (if less than all)**
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* Need not be completed if Senior Subordinated Notes are being tendered by
book-entry Holders.
** Senior Subordinated Notes may be tendered in whole or in part in
denominations of $1,000 and integral multiples of $1,000 in excess thereof,
provided that if any Senior Subordinated Notes are tendered for exchange in
part, the untendered principal amount thereof must be $1,000 or any
integral multiple of $1,000 in excess thereof. See Instruction 4. Unless
otherwise indicated in the column, a Holder will be deemed to have tendered
all Senior Subordinated Notes represented by the Senior Subordinated Notes
indicated in Column 2. See Instruction 4.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
|_| CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED BY
BOOKENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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|_| CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name of Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery: , 1997
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Name of Institution that Guaranteed Delivery:
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If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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|_| CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED SENIOR
SUBORDINATED NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER
FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
|_| CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE SENIOR SUBORDINATED
NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
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Address:
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(include zip code)
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the above described aggregate
principal amount of the Company's 9 7/8% Series A Senior Subordinated Notes due
2007 (the "Senior Subordinated Notes") in exchange for a like aggregate
principal amount of the Company's 9 7/8% Series B Senior Subordinated Notes due
2007, which have been registered under the Securities Act (the "Exchange
Notes"), upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is acknowledged, and in this Letter of Transmittal
(which, together with the Prospectus, constitute the Exchange Offer).
Subject to and effective upon the acceptance for exchange of all or
any portion of the Senior Subordinated Notes tendered herewith in accordance
with the terms and conditions of the Exchange Offer (including, if the Exchange
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Senior
Subordinated Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting as
agent of the Company in connection with the Exchange Offer) with respect to the
tendered Senior Subordinated Notes, with full power of substitution (such power
of attorney's being deemed to be an irrevocable power coupled with an interest)
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver Certificates to the Company together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company, upon receipt by
the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be
issued in exchange for such Senior Subordinated Notes, (ii) present Certificates
for transfer, and to transfer the Senior Subordinated Notes on the books of the
Company and (iii) receive for the account of the Company all benefits and
otherwise exercise all rights of beneficial ownership of such Senior
Subordinated Notes, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED
HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
SENIOR SUBORDINATED NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED
FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE SENIOR SUBORDINATED NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. UPON REQUEST, THE UNDERSIGNED WILL EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO
BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF
THE SENIOR SUBORDINATED NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY
WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED
HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
If they are not already set forth above, please print the name(s) and
address(es) of the Holder(s) of the Senior Subordinated Notes tendered hereby as
they appear on the Certificates. The undersigned should indicate the Certificate
number(s) of the Senior Subordinated Notes that the undersigned wishes to tender
in the appropriate boxes above.
If any tendered Senior Subordinated Notes are not exchanged pursuant
to the Exchange Offer for any reason, or if Certificates are submitted for more
Senior Subordinated Notes than are tendered or accepted for exchange,
Certificates for such nonexchanged or nontendered Senior Subordinated Notes will
be returned (or, in the case of Senior Subordinated Notes tendered by book-entry
transfer, such Senior Subordinated Notes will be credited to an account
maintained at DTC), without expense to the tendering Holder, promptly following
the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Senior Subordinated Notes
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering Senior Subordinated Notes" in the Prospectus and
in the instructions attached hereto will, upon the Company's acceptance for
exchange of such
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tendered Senior Subordinated Notes, constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer. The undersigned recognizes that, under certain circumstances set
forth in the Prospectus, the Company may not be required to accept for exchange
any of the Senior Subordinated Notes tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions"
below, the undersigned hereby directs that the Exchange Notes be issued in the
name(s) of the undersigned or, in the case of a book-entry transfer of Senior
Subordinated Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates not
exchanged or not accepted for exchange will be issued to the undersigned or, in
the case of a book-entry transfer of Senior Subordinated Notes, will be credited
to the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions," Exchange Notes will be
delivered to the undersigned at the address shown below the undersigned's
signature.
BY TENDERING SENIOR SUBORDINATED NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY, (II) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER AND (IV), IF THE
UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES
NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH EXCHANGE NOTES. BY TENDERING SENIOR SUBORDINATED NOTES PURSUANT TO
THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF SENIOR
SUBORDINATED NOTES THAT IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT
WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF
CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES,
THAT (A) THE BROKER-DEALER HOLDS SUCH SENIOR SUBORDINATED NOTES ONLY AS A
NOMINEE, OR (B) THE BROKER-DEALER ACQUIRED SUCH SENIOR SUBORDINATED NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND THAT IT WILL DELIVER A PROSPECTUS (AS AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION
WITH ANY RESALE OF SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND
BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT, A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW)
MAY USE THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
IN CONNECTION WITH RESALES OF EXCHANGE NOTES THAT SUCH PARTICIPATING
BROKER-DEALER ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING [180] DAYS AFTER
CONSUMMATION OF THE EXCHANGE OFFER OR, IF EARLIER, WHEN SUCH PARTICIPATING
BROKER-DEALER HAS DISPOSED OF ALL SUCH EXCHANGE NOTES. IN THAT REGARD, EACH
BROKER-DEALER THAT ACQUIRED SENIOR SUBORDINATED NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH SENIOR SUBORDINATED NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF
THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT THAT MAKES ANY
STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY
MATERIAL RESPECT OR THAT CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE
SALE OF EXCHANGE NOTES PURSUANT TO
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THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO
CORRECT SUCH MISSTATEMENT OR OMISSION AND THE COMPANY HAS FURNISHED COPIES OF
THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR
UNTIL THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE NOTES MAY BE
RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES NOTICE TO SUSPEND THE SALE OF
THE EXCHANGE NOTES, IT SHALL EXTEND THE [180]-DAY PERIOD REFERRED TO ABOVE
DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN
CONNECTION WITH THE RESALE OF EXCHANGE NOTES BY THE NUMBER OF DAYS DURING THE
PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING
THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE EXCHANGE
NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT
THE SALE OF EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Senior Subordinated Notes whose Senior Subordinated Notes
are accepted for exchange will not receive accrued interest on such Senior
Subordinated Notes for any period from and after the last Interest Payment Date
to which interest has been paid or duly provided for with respect to such Senior
Subordinated Notes prior to the original issue date of the Exchange Notes or, if
no such interest has been paid or duly provided for, such Holders will not
receive any accrued interest on such Senior Subordinated Notes; and the
undersigned hereby irrevocably waives the right to receive any interest on such
Senior Subordinated Notes accrued from and after such Interest Payment Date or,
if no such interest has been paid or duly provided for, from and after June 27,
1997.
Upon request, the undersigned will execute and deliver any additional
documents that the Company or the Exchange Agent may deem necessary or desirable
to complete the sale, assignment and transfer of the Senior Subordinated Notes
tendered hereby. All authority herein conferred or agreed to be conferred in
this Letter of Transmittal shall survive the death or incapacity of the
undersigned and all obligations of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, a tender of Senior Subordinated Notes is
irrevocable.
BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SENIOR SUBORDINATED
NOTES" ABOVE AND DULY SIGNING AND DELIVERING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED WILL BE DEEMED TO HAVE TENDERED THE SENIOR SUBORDINATED NOTES AS SET
FORTH IN SUCH BOX.
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HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by Holder(s) exactly as name(s) appear(s) on
Certificate(s) hereby tendered or on the Note Register, or by any person(s)
authorized to become the Holder(s) by endorsements and documents transmitted
herewith (including such opinions of counsel, certifications and other
information as may be required by the Company for the Senior Subordinated Notes
to comply with the restrictions on transfer applicable to the Senior
Subordinated Notes). If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or a person acting in
another fiduciary or representative capacity, please set forth the signatory's
full title. See Instruction 5.
SIGNATURE(S) OF HOLDER(S):
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Date: , 1997
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Name(s):
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(please print)
Capacity (full title):
----------------------
Address:
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(include zip code)
Telephone Number (including area code):
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Taxpayer Identification or Social Security Number(s):
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5):
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(authorized signature)
Date: , 1997
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Name of Firm:
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(please print)
Capacity (full title):
-------------------------
Address:
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(include zip code)
Telephone Number (including area code):
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes or Senior Subordinated
Notes not tendered are to be issued in the name of someone other than the Holder
of the Senior Subordinated Notes whose name(s) appear(s) above.
Please issue:
|_| Senior Subordinated Notes not tendered to:
|_| Exchange Notes to:
Name(s):
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(please print)
Capacity (full title):
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Address:
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(include zip code)
Telephone Number (including area code):
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Taxpayer Identification or Social Security Number(s):
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes or Senior Subordinated Notes
not tendered are to be sent to someone other than the Holder of the Senior
Subordinated Notes whose name(s) appear(s) above, or to such Holder(s) at an
address other than that shown above.
Please mail:
|_| Senior Subordinated Notes not tendered to:
|_| Exchange Notes, to:
Name(s):
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(please print)
Capacity (full title):
---------------------------------
Address:
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(include zip code)
Telephone Number (including area code):
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Taxpayer Identification or Social Security Number(s):
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INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if either (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Senior Subordinated Notes" in the Prospectus.
The Exchange Agent must receive Certificates, or timely confirmation of a
book-entry transfer of such Senior Subordinated Notes into the Exchange Agent's
account at DTC, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, at its address
set forth herein on or prior to the Expiration Date. Senior Subordinated Notes
may be tendered in whole or in part in the principal amount of $1,000 and
integral multiples thereof; provided, however, that, if any Senior Subordinated
Notes are tendered for exchange in part, the untendered principal amount thereof
must be $1,000 or any integral multiple thereof.
Holders who wish to tender their Senior Subordinated Notes (i) whose
Senior Subordinated Notes are not immediately available, (ii) who cannot deliver
their Senior Subordinated Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
(iii) who cannot complete the procedures for delivery by book-entry transfer on
a timely basis, may tender their Senior Subordinated Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for
Tendering Senior Subordinated Notes" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) the Exchange Agent must receive a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form that
the Company has made available, on or prior to the Expiration Date; and (iii)
the Exchange Agent must receive the Certificates (or a book-entry confirmation
(as defined in the Prospectus)) representing all tendered Senior Subordinated
Notes, in proper form for transfer, together with a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, within three New York Stock Exchange, Inc. trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Procedures for Tendering Senior Subordinated Notes" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Senior Subordinated Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery on or prior to the Expiration Date. As used herein and in the
Prospectus, "Eligible Institution" means a member of the Securities Agents
Medallion Program, The New York Stock Exchanges Medallion Signature Program or
The Stock Exchanges Medallion Program.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN THE EXCHANGE AGENT ACTUALLY
RECEIVES ALL OF SUCH DOCUMENTS. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE
IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution and delivery of this Letter of
Transmittal (or facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.
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2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter
of Transmittal is required if:
(i) this Letter of Transmittal is signed by the Holder (which term,
for purposes of this document, shall include any participant in
DTC whose name appears on the Note Register as the owner of the
Senior Subordinated Notes) of Senior Subordinated Notes
tendered herewith, unless such Holder(s) has completed either
"Special Issuance Instructions" or "Special Delivery
Instructions" above, or
(ii) such Senior Subordinated Notes are tendered for the account of
a firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Senior Subordinated Notes" is inadequate, the Certificate
number(s) and/or the principal amount of Senior Subordinated Notes and any other
required information should be listed on a separate signed schedule that is
attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Senior
Subordinated Notes will be accepted only in the principal amount of $1,000 and
integral multiples thereof; provided, however, that, if any Senior Subordinated
Notes are tendered for exchange in part, the untendered principal amount thereof
must be $1,000 or any integral multiple thereof. If less than all the Senior
Subordinated Notes evidenced by any Certificate submitted are to be tendered,
please indicate the principal amount of Senior Subordinated Notes that are to be
tendered in the box entitled "Principal Amount of Senior Subordinated Notes
Tendered (if less than all)." In such case, new Certificate(s) for the remainder
of the Senior Subordinated Notes that were evidenced by the old Certificate(s)
will only be sent to the Holder of the Senior Subordinated Notes, promptly after
the Expiration Date. All Senior Subordinated Notes represented by Certificates
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Except as otherwise provided herein, tenders of Senior Subordinated
Notes may be withdrawn at any time on or prior to the Expiration Date. In order
for a withdrawal to be effective on or prior to that time, the Exchange Agent
must timely receive a written, telegraphic, telex or facsimile transmission of
such notice of withdrawal at one of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Senior Subordinated Notes
to be withdrawn, the aggregate principal amount of Senior Subordinated Notes to
be withdrawn and, if Certificates have been tendered, the name of the Holder of
the Senior Subordinated Notes as set forth on the Certificate if different from
that of the person who tendered such Senior Subordinated Notes. If Certificates
have been delivered or otherwise identified to the Exchange Agent, then, prior
to the physical release of such Certificates, the tendering Holder must submit
the serial numbers shown on the particular Certificates to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Senior Subordinated Notes tendered for the
account of an Eligible Institution. If Senior Subordinated Notes have been
tendered pursuant to the procedures for book-entry transfer set forth in the
Prospectus under "The Exchange Offer--Procedures for Tendering Senior
Subordinated Notes," the notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawal of Senior Subordinated
Notes, in which case a notice of withdrawal will be effective if timely
delivered to the Exchange Agent by written, telegraphic, telex or facsimile
transmission. Withdrawals of tenders of Senior Subordinated Notes may not be
rescinded. Senior Subordinated Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Procedures for
Tendering Senior Subordinated Notes."
The Company will determine, in its sole discretion, all questions as
to the validity, form and eligibility (including time of receipt) of any such
withdrawal notice, and such determination shall be final and binding on all
parties. None of the Company, any affiliates or assigns of the Company, the
Exchange Agent or any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability
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for failure to give any such notification. Any Senior Subordinated Notes that
have been tendered but that are withdrawn will be returned to the Holder without
cost to such Holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the Holder(s) of the Senior
Subordinated Notes tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any tendered Senior Subordinated Notes are owned of record by two
or more joint Holders, all such Holders must sign this Letter of Transmittal.
If any tendered Senior Subordinated Notes are registered in different
name(s) on several Certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal (or facsimiles thereof) as there
are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in another fiduciary or representative
capacity, such persons must so indicate when signing and must submit proper
evidence satisfactory to the Company, in its sole discretion, of each such
person's authority to act.
If this Letter of Transmittal is signed by the Holder(s) of the Senior
Subordinated Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Notes are
to be issued in the name of a person other than the Holder(s). Signature(s) on
such Certificate(s) or bond power(s) must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
Holder of the Senior Subordinated Notes listed and transmitted hereby, the
Certificates must be endorsed or accompanied by appropriate bond powers, signed
exactly as the name or names of the Holder(s) appear(s) on the Certificates, and
also must be accompanied by such opinions of counsel, certifications and other
information as the Company or the Trustee may require in accordance with the
restrictions on transfer applicable to the Senior Subordinated Notes. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are
to be issued in the name of a person other than the signatory of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signatory of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal must be completed.
Certificates for Senior Subordinated Notes not exchanged will be returned by
mail or, if tendered by book-entry transfer, by crediting the account indicated
above maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Senior Subordinated
Notes. Such determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any and all tenders that it determines not
to be in proper form or the acceptance of which, or exchange for which, may, in
the view of counsel to the Company, be unlawful. The Company also reserves the
absolute right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange Offer--Certain
Conditions to the Exchange Offer" or any conditions or irregularity in any
tender of Senior Subordinated Notes by any particular Holder, whether or not the
Company waives similar conditions or irregularities in the case of any other
Holder. The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding on all parties. No tender of Senior Subordinated Notes will be
deemed to have been validly made until all irregularities with respect to such
tender have been cured or waived. None of the Company, any affiliates or assigns
of the Company, the Exchange Agent or any other person shall be under any duty
to give notification of any irregularities in tenders or shall incur any
liability for failure to give such notification.
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8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front cover of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from a broker,
dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal
income tax law, a Holder whose tendered Senior Subordinated Notes are accepted
for exchange is required to provide the Exchange Agent with such Holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If
the Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the Holder or other payee to a $50 penalty.
The box in Part 2 of the Substitute Form W-9 should be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
Holder must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the box
in Part 2 has been checked and the Certificate of Awaiting Taxpayer
Identification Number has been completed, the Exchange Agent will withhold 31%
of all payments made prior to the time that a properly certified TIN is provided
to the Exchange Agent. The Exchange Agent will retain such amounts withheld
during the 60 day period following the date of the Substitute Form W-9. If the
Holder furnishes the Exchange Agent with its TIN within 60 days after the date
of the Substitute Form W-9, the amounts retained during the 60 day period will
be remitted to the Holder and no further amounts shall be retained or withheld
from payments made to the Holder thereafter. If, however, the Holder has not
provided the Exchange Agent with its TIN within such 60 day period, amounts
withheld will be remitted to the IRS as backup withholding. In addition, 31% of
all payments made thereafter will be withheld and remitted to the IRS until a
correct TIN is provided.
The Holder is required to give the Exchange Agent the TIN of the
Holder of the Senior Subordinated Notes or of the last transferee appearing on
the transfers attached to, or endorsed on, the Senior Subordinated Notes. If the
Senior Subordinated Notes are registered 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.
Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such Holders should nevertheless
complete the attached Substitute Form W-9 below and write "exempt" on the face
thereof to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8
signed under penalties of perjury attesting to its exempt status. Please consult
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which Holders are exempt from
backup withholding.
Backup withholding is not an additional U.S. federal income tax.
Rather, the U.S. federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of tax, a refund may be obtained.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions to the Exchange Offer enumerated
herein or in the Prospectus.
11. NO CONDITIONAL TENDERS. The Company will not accept any
alternative, conditional, irregular or contingent tenders. By execution and
delivery of this Letter of Transmittal, a tendering Holder of Senior
Subordinated Notes shall be deemed to have irrevocably waived any right to
receive notice of acceptance of such Senior Subordinated Notes for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Senior Subordinated Notes have been lost, destroyed or stolen, the
Holder should promptly notify the Exchange Agent, which will instruct the Holder
as to the steps that must be taken in order to replace the Certificate(s). In
such event,
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the Exchange Agent will be unable to process this Letter of Transmittal and
related documents until the Holder has followed the procedures for replacing
lost, destroyed or stolen Certificate(s).
13. SECURITY TRANSFER TAXES. Holders who tender their Senior
Subordinated Notes for exchange will not be obligated to pay any transfer taxes
in connection therewith. If, however, a transfer tax is imposed because the
Exchange Notes are to be delivered to, or are to be issued in the name of, any
person other than the Holder of the Senior Subordinated Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Senior
Subordinated Notes in connection with the Exchange Offer, then the tendering
Holder must pay the amount of any such transfer tax (whether imposed on the
Holder or any other person). If the tendering Holder submits satisfactory
evidence of payment of such taxes or exemption therefrom with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.
IMPORTANT: THE EXCHANGE AGENT MUST RECEIVE THIS LETTER OF
TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED
DOCUMENTS ON OR PRIOR TO THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(See Instruction 9)
PAYER'S NAME: LASALLE NATIONAL BANK
PART 1-PLEASE PROVIDE YOUR TIN ON THE TIN:___________________________
LINE AT RIGHT AND CERTIFY BY SIGNING Social Security Number or
AND DATING BELOW Employer Identification Number
--------------------------------------------------------------------------------------------
PART 2 -- TIN Applied For |_|
--------------------------------------------------------------------------------------------
SUBSTITUTE CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Form W-9 (1) the number shown on this form is my correct taxpayer identification number (or I
Department Of The am waiting for a number to be issued to me).
Treasury
Internal Revenue Service (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 ("IRS")
Payor's Request For that I am subject to backup withholding as a result of a failure to report all interest
Taxpayer or dividends, or (c) the IRS has notified me that I am no longer subject to backup
Identification Number withholding, and
("TIN") and
Certification (3) any other information provided on this form is true and correct.
Signature Date , 1997
----------------------------- --------------------
- ---------------------------------------------------------------------------------------------------------------------------
You must cross out 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 return and you have not been notified by the IRS that you
are no longer subject to backup withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature Date , 1997
------------------------------- ---------------
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- --------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner
account) of the account or,
if combined funds,
any one of the
individuals(1)
3. Husband and wife (joint The actual owner
account) of the account or,
if joint funds,
either person(1)
4. Custodian account of minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of The ward, minor,
guardian or committee for a or incompetent
designated ward, minor, or person(3)
incompetent person
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law.
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- --------------------------------------------------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do
pension trust not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or
nominee nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district, or prison) that
receives agricultural program
payments
(1)List first and circle the name of the person whose number you furnish.
(2)Circle the minor's name and furnish the minor's social security number.
(3)Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4)Show the name of the owner.
(5)List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service
and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organizational exempt from tax under section 501(a), or an individual
retirement plan
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940
- - A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received in not paid in
money.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee. Payments of interest not generally subject to
backup withholding include the following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to non-resident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT' ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under section 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to
furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE