Exhibit 99.1
LETTER OF TRANSMITTAL
JONES LANG LASALLE FINANCE B.V.
OFFER FOR ALL OUTSTANDING
9% SENIOR NOTES DUE 2007
IN EXCHANGE FOR
9% SENIOR NOTES DUE 2007
GUARANTEED ON AN UNSECURED BASIS BY
JONES LANG LASALLE INCORPORATED
AND CERTAIN SUBSIDIARIES OF JONES LANG LASALLE INCORPORATED
PURSUANT TO THE PROSPECTUS DATED [ . ], 2000
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
LONDON TIME, ON [ . ], 2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., LONDON TIME, ON THE EXPIRATION DATE.
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DELIVERY TO THE BANK OF NEW YORK, EXCHANGE AGENT
EUROCLEAR OR CLEARSTREAM PORTION:
By Registered Mail, Hand Delivey For Information Call:
or Overnight Carrier: 011 44 207 964-7284 or
The Bank of New York 011 44 207 964-7235
Lower Ground Floor
30 Cannon Street Facsimile Transmission Number:
London 011 44 207 964-6369 or
EC4M 6XH 011 44 207 964-7294
Attention: Linda Read or Emma
Wilkes Confirm by Telephone:
011 44 207 964-7284
011 44 207 964-7235
DTC PORTION:
By Registered Mail or By Hand Delivery: For Information Call:
Overnight Carrier: The Bank of New York (212) 815-6331
The Bank of New York 101 Barclay Street
Reorganization Section Corporate Trust Services Window Facsimile Transmission Number:
101 Barclay Street, Ground Level (212) 815-6339
Floor 7 East New York, New York 10286
New York, New York 10286 Attention: [ . ] Confirm by Telephone:
Attention: [ . ] Reorganization Section (212) 815-6331
In the event that this Letter of Transmittal is used in connection
with the tender of Old Notes (as defined below) in certificated form,
delivery may be made to the Exchange Agent at either of the addresses or
either of the facsimile transmission numbers set forth above.
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 WILL NOT CONSTITUTE A VALID
DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received and reviewed
a prospectus dated [ . ], 2000 (the "Prospectus") of Jones Lang LaSalle
Finance B.V., a private limited liability company incorporated under the
laws of the Netherlands (the "Issuer"), Jones Lang LaSalle Incorporated, a
Maryland corporation ("JLL"), Jones Lang LaSalle Americas, Inc., a Maryland
corporation ("JLLA"), LaSalle Investment Management, Inc., a Maryland
corporation ("LIM"), Jones Lang LaSalle International, Inc., a Delaware
corporation ("JLLI"), Jones Lang LaSalle Co-Investment, Inc., a Maryland
corporation ("JLLC"), LaSalle Hotel Advisors, Inc., a Maryland corporation
("LHA"), and Jones Lang LaSalle Limited, a company organized under the laws
of England and Wales (together with JLL, JLLA, LIM, JLLI, JLLC and LHA,
collectively, the "Guarantors") and this letter of transmittal (the "Letter
of Transmittal"), which together constitute the Company's and the
Guarantors' offer (the "Exchange Offer") to exchange an aggregate principal
amount of up to [EURO]165,000,000 of the Issuer's 9% Senior Notes due 2007,
including the guarantees thereof by the Guarantors (the "New Notes"), for a
like principal amount of the Issuer's issued and outstanding 9% Senior
Notes due 2007, including the guarantees thereof by the Guarantors (the
"Old Notes"). Capitalized terms used but not defined herein shall have the
same meaning given them in the Prospectus.
This Letter of Transmittal is to be completed by a holder of Old
Notes either if (a) certificates for such Old Notes are to be forwarded
herewith or (b) a tender of Old Notes is to be made by book-entry transfer
through DTC, Euroclear or Clearstream (each a "Book-Entry Transfer
Facility") pursuant to the procedures set forth under "The Exchange
Offer-Procedures for Tendering Old Notes-Book-Entry Transfers" in the
Prospectus. Certificates in proper form for transfer or a book-entry
confirmation, 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,
must be received by the Exchange Agent at its address set forth herein no
later than 5:00 p.m., London time, on the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in
lieu of this Letter of Transmittal no later than 5:00 p.m., London time, on
the Expiration Date. The term "book-entry confirmation" means confirmation
of a book-entry transfer of Old Notes into the Exchange Agent's account at
DTC or the tender of Old Notes in accordance with the procedures of
Euroclear or Clearstream. The term "Agent's Message" means a message,
transmitted by a Book-Entry Transfer Facility to and received by the
Exchange Agent and forming a part of a book-entry transfer, which states
that such Book-Entry Transfer Facility has received an express
acknowledgment that the tendering holder agrees to be bound by the Letter
of Transmittal and that the Issuer and the Guarantors may enforce the
Letter of Transmittal against such holder.
BY (I) CREDITING THE OLD NOTES TO THE EXCHANGE AGENT'S ACCOUNT AT DTC
AND BY COMPLYING WITH THE APPLICABLE PROCEDURES OF DTC'S AUTOMATED TENDER
OFFER PROGRAM ("ATOP") WITH RESPECT TO THE TENDER OF THE OLD NOTES, OR (II)
SENDING THE APPROPRIATE ELECTRONIC INSTRUCTION TO TENDER OLD NOTES THROUGH
EUROCLEAR OR CLEARSTREAM IN ACCORDANCE WITH THE PROCEDURES OF EUROCLEAR OR
CLEARSTREAM, AS THE CASE MAY BE, IN EACH CASE INCLUDING TRANSMISSION OF AN
AGENT'S MESSAGE, THE HOLDER OF OLD NOTES ACKNOWLEDGES AND AGREES TO BE
BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL, AND THE PARTICIPANT IN
THE APPLICABLE BOOK-ENTRY TRANSFER FACILITY CONFIRMS ON BEHALF OF ITSELF
AND THE BENEFICIAL OWNERS OF SUCH OLD NOTES ALL PROVISIONS OF THIS LETTER
OF TRANSMITTAL AS BEING APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS
FULLY AS IF SUCH PARTICIPANT AND EACH SUCH BENEFICIAL OWNER HAD PROVIDED
THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF
TRANSMITTAL TO THE EXCHANGE AGENT.
Holders of Old Notes whose certificates for such Old Notes are not
immediately available or who cannot deliver their certificates in proper
form for transfer and all other required documents to the Exchange Agent on
or prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer through DTC on a timely basis may tender their Old
Notes according to the guaranteed delivery procedures described in "The
Exchange Offer-Procedures for Tendering Old Notes-Guaranteed Delivery
Procedures" in the Prospectus. THE GUARANTEED DELIVERY PROCEDURES ARE
AVAILABLE ONLY WITH RESPECT TO OLD NOTES IN CERTIFICATED FORM AND OLD NOTES
ACCEPTED FOR CLEARANCE THROUGH THE FACILITIES OF DTC UNDER CUSIP NUMBER
48021PAA6. HOLDERS OF OLD NOTES ACCEPTED FOR CLEARANCE THROUGH THE
FACILITIES OF CLEARSTREAM OR EUROCLEAR UNDER COMMON CODE 011481086 OR
011481035 MAY NOT TENDER OLD NOTES USING GUARANTEED DELIVERY PROCEDURES.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
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.
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and
principal amount of Old Notes should be listed on a separate, signed
schedule affixed hereto.
DESCRIPTION OF OLD NOTES
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AGGREGATE
NAME(S) AND ADDRESS(ES) OF PRINCIPAL PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OLD NOTES TENDERED**
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TOTAL:
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*Need not be completed if Old Notes are being tendered by book-entry transfer.
**Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in
column 2. See Instruction 4. Old Notes tendered hereby must be in
denominations of [EURO]1,000 and any integral multiple thereof.
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|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ___________________________________________
Name of Book-Entry Transfer Facility
(DTC, Euroclear or Clearstream)__________________________________________
Account Number___________________ Transaction Code Number________________
|_| CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s)__________________________________________
Window Ticket Number (if any)____________________________________________
Date of Execution of Notice of Guaranteed Delivery ______________________
Name of Eligible Institution which Guaranteed Delivery___________________
If Guaranteed Delivery is to be Made by Book-Entry Transfer:
Name of Tendering Institution __________________________________________
DTC Account Number_______________________ Transaction Code Number________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR
ITS 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: ________________________________________________________________________
Address:______________________________________________________________________
* You are entitled to as many copies as you reasonably believe necessary.
If you require more than 10 copies, please indicate the total number
required in the following space.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer the principal amount of
Old Notes indicated above, upon the terms and subject to the conditions of
the Exchange Offer. Subject to and effective upon the acceptance for
exchange of all or any portion of the Old 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 irrevocably sells,
assigns and transfers to or upon the order of the Issuer all right, title
and interest in and to such Old Notes.
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 Issuer in connection with
the Exchange Offer and as trustee under the indenture governing the Old
Notes and the New Notes) with respect to the tendered Old Notes, with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) subject only to the right of
withdrawal described in the Prospectus, to (i) deliver certificates
representing such Old Notes, together with all accompanying evidences of
transfer and authenticity, to or upon the order of the Issuer upon receipt
by the Exchange Agent, as the undersigned's agent, of the New Notes to be
issued in exchange for such Old Notes, (ii) present certificates for such
Old Notes for transfer and transfer the Old Notes on the books of the
Issuer and (iii) receive for the account of the Issuer all benefits and
otherwise exercise all rights of beneficial ownership of such Old 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 Old Notes tendered hereby and that, when the same are accepted for
exchange, the Issuer will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and
encumbrances, and that the Old Notes tendered hereby are not subject to any
adverse claims, rights or proxies. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Issuer or the
Exchange Agent to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered hereby. The undersigned
has read and agrees to all of the terms and conditions of the Exchange
Offer.
The name(s) and address(es) of the registered holder(s) of the Old
Notes tendered hereby should be printed above, if they are not already set
forth above, as they appear on the certificates representing such Old
Notes. The certificate number(s) and the Old Notes that the undersigned
wishes to tender should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if certificates are submitted for more Old Notes
than are tendered or accepted for exchange, certificates for such
nonexchanged or nontendered Old Notes will be returned (or, in the case of
Old Notes tendered by book-entry transfer, such Old Notes will be credited
to an account maintained at the applicable Book-Entry Transfer Facility),
without expense to the tendering holder, promptly following the expiration
or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any
one of the procedures described in "The Exchange Offer-Procedures for
Tendering Old Notes" in the Prospectus and in the instructions attached
hereto will, upon the Issuer's acceptance for exchange of such tendered Old
Notes, constitute a binding agreement between the undersigned, on the one
hand, and the Issuer and the Guarantors, on the other hand, upon the terms
and subject to the conditions of the Exchange Offer and that the tendering
holder will be deemed to have waived the right to receive any payment in
respect of interest or otherwise on such Old Notes accrued up to the date
of issuance of the New Notes. The undersigned recognizes that, under
certain circumstances set forth in the Prospectus, the Issuer may not be
required to accept for exchange any of the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that the New
Notes be issued in the name(s) of the undersigned or, in the case of a
book-entry transfer of Old Notes, that such New Notes be credited to the
account indicated above maintained at the applicable Book-Entry Transfer
Facility. If applicable, substitute certificates representing Old Notes not
exchanged or not accepted for exchange will be issued to the undersigned
or, in the case of a book-entry transfer of Old Notes, will be credited to
the account indicated above maintained at the applicable Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under "Special
Delivery Instructions," the undersigned hereby directs that the New Notes
be delivered to the undersigned at the address shown below the
undersigned's signature. The undersigned recognizes that the Issuer has no
obligation pursuant to "Special Delivery Instructions" to transfer any Old
Notes from a registered holder thereof if the Issuer does not accept for
exchange any of the principal amount of such Old Notes so tendered.
By tendering Old Notes and executing this Letter of Transmittal, the
undersigned hereby represents and agrees that (i) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer
or any Guarantor, (ii) any New 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
New 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 New Notes. The Issuer may require the undersigned, as a
condition to the undersigned's eligibility to participate in the Exchange
Offer, to furnish to the Issuer (or an agent thereof) in writing
information as to the number of "beneficial owners" within the meaning of
Rule 13d-3 under the Exchange Act on behalf of whom the undersigned holds
the Old Notes to be exchanged in the Exchange Offer. By tendering Old Notes
pursuant to the Exchange Offer and executing this Letter of Transmittal, a
holder of Old Notes which is a broker-dealer represents and agrees,
consistent with certain interpretive letters issued by the Staff of the
Division of Corporation Finance of the SEC to third parties, that such Old
Notes were acquired by such broker-dealer for its own account as a result
of market-making activities or other trading activities, and it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New 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 Issuer and the Guarantors have agreed that, subject to the
provisions of the registration rights agreement described in the
Prospectus, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a participating broker-dealer (as defined below) in
connection with resales of New Notes received in exchange for Old Notes,
where such Old Notes were acquired by such participating broker-dealer for
its own account as a result of market-making activities or other trading
activities, for a period ending 180 days after the Expiration Date (subject
to extension under certain limited circumstances described below). In that
regard, each broker-dealer who acquired Old Notes for its own account as a
result of market-making or other trading activities (a "participating
broker-dealer"), by tendering such Old Notes and executing this Letter of
Transmittal, agrees that, upon receipt of notice from the Issuer or any
Guarantor of the occurrence of any event or the discovery of any fact which
makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to
omit to state a material fact necessary in order to make the statements
contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading, such
participating broker-dealer will suspend the sale of New Notes pursuant to
the Prospectus until the Issuer and the Guarantors have amended or
supplemented the Prospectus to correct such misstatement or omission and
have furnished copies of the amended or supplemented Prospectus to the
participating broker-dealer. If the Issuer or any Guarantor gives such
notice to suspend the sale of the New Notes, they 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 New Notes
by the number of days during the period from and including the date of the
giving of such notice to and including the date when participating
broker-dealers shall have received copies of the supplemented or amended
Prospectus necessary to permit resales of the New Notes or to and including
the date on which the Issuer and the Guarantors have given notice that the
sale of New Notes may be resumed, as the case may be.
As a result, a participating broker-dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for
Old Notes pursuant to the Exchange Offer must notify the Issuer, or cause
the Issuer to be notified, on or prior to the Expiration Date, that it is a
participating broker-dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in
the Prospectus under "The Exchange Offer-Exchange Agent."
All authority conferred or agreed to be conferred herein and every
obligation of the undersigned under this Letter of Transmittal shall
survive the death or incapacity of the undersigned, and any obligation 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 is irrevocable.
The undersigned, by completing the box entitled "Description of Old
Notes" above and signing this Letter of Transmittal, will be deemed to have
tendered the Old Notes as set forth in such box.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTIONS 2 AND 6)
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PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 16
OR A FORM W-8; SEE INSTRUCTION 10)
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SIGNATURE(S) OF HOLDER(S)
Date: ____________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on certificate(s) for the Old Notes tendered or on a security
position listing or by person(s) authorized to become the registered
holder(s) by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 2.)
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:-----------------------------------------------
Taxpayer Identification Number:-----------------------------------------------
(SEE INSTRUCTION 10)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2)
Authorized Signature:
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Name:
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(PLEASE TYPE OR PRINT)
Title:
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Date:
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED-- (SIGNATURE GUARANTEE REQUIRED--
SEE INSTRUCTIONS 2, 7 AND 14) SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if New Notes or Old TO BE COMPLETED ONLY if New Notes or Old
Notes not tendered or not accepted are to be Notes not tendered or not accepted are to be
issued in the name of someone other than the sent to someone other than the registered
registered holder(s) of the Old Notes whose holder(s) of the Old Notes whose signature(s)
signature(s) appear(s) above, or if Old Notes appear(s) above, or to such registered holder
delivered by book-entry transfer and not at an address other than that shown above.
accepted for exchange are to be returned for
credit to an account maintained at a Deliver (check appropriate box(es))
Book-Entry Transfer Facility other than the
account indicated above. |_| Old Notes to:
Issue (check appropriate box(es)) |_| New Notes to:
|_| Old Notes to:
|_| New Notes to: Name________________________________________
(Please Print)
Name_______________________________________
(Please Print)
Address_____________________________________
Address____________________________________
____________________________________________
___________________________________________
____________________________________________
___________________________________________ (Include Zip Code)
(Include Zip Code
___________________________________________
Taxpayer Identification or Number
Credit unaccepted Old Notes tendered by
book-entry transfer to the following account
at (check appropriate box):
|_| DTC
|_| Euroclear
|_| Clearstream
____________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
The Issuer's and the Guarantors' interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and
these instructions) will be final and binding.
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by a
holder of Old Notes to tender such holder's Old Notes either if (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 Old Notes" in the Prospectus
and an Agent's Message, as defined on page 2 hereof, is not delivered.
Certificates in proper form for transfer or a book-entry confirmation, 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, must be
received by the Exchange Agent at its address set forth herein on or prior
to the Expiration Date. If the tender of Old Notes is effected in
accordance with applicable ATOP procedures for book-entry transfer or the
standard operating procedures for tendering old notes mandated by Euroclear
or Clearstream, as the case may be, an Agent's Message may be transmitted
to the Exchange Agent in lieu of an executed Letter of Transmittal. Old
Notes may be tendered in whole or in part in integral multiples of
[EURO]1,000.
For purposes of the Exchange Offer, the term "holder" includes any
participant in a Book-Entry Transfer Facility named in a securities
position listing as a holder of Old Notes. Only a holder of record may
tender Old Notes in the Exchange Offer. Any beneficial owner of Old Notes
who wishes to tender some or all of such Old Notes should arrange with a
Book-Entry Transfer Facility, a Book-Entry Transfer Facillity participant
or the record owner of such Old Notes to execute and deliver this Letter of
Transmittal or to send an electronic instruction effecting a book-entry
transfer on his or her behalf. See Instruction 6.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, (ii) who cannot deliver their Old Notes in
proper form for transfer, 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
through DTC on a timely basis, may tender their Old 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 Old Notes-Guaranteed Delivery Procedures" in
the Prospectus. Pursuant to such procedures: (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 the Issuer and the Guarantors, must be received by the
Exchange Agent on or prior to the Expiration Date and (iii) the
certificates (or a book-entry confirmation) representing all tendered Old
Notes, in proper form for transfer, together with a Letter of Transmittal
(or facsimile thereof, or Agent's Message in lieu thereof), properly
completed and duly executed, with any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within three New York Stock Exchange trading days after
the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Exchange Offer-Procedures for Tendering Old
Notes-Guaranteed Delivery Procedures" in the Prospectus.
THE GUARANTEED DELIVERY PROCEDURES ARE AVAILABLE ONLY WITH RESPECT TO
OLD NOTES IN CERTIFICATED FORM AND OLD NOTES ACCEPTED FOR CLEARANCE THROUGH
THE FACILITIES OF DTC UNDER CUSIP NUMBER 48021PAA6. HOLDERS OF OLD NOTES
ACCEPTED FOR CLEARANCE THROUGH THE FACILITIES OF CLEARSTREAM OR EUROCLEAR
UNDER COMMON CODE 011481086 OR 011481035 MAY NOT TENDER OLD NOTES USING
GUARANTEED DELIVERY PROCEDURES.
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
of Guaranteed Delivery. For Old 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 (i) a firm which is a
member of a registered national securities exchange under the Exchange Act,
(ii) a member of the National Association of Securities Dealers, Inc. or
(iii) a commercial bank or trust company having an office or correspondent
in the United States.
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 THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, 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 Issuer will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof) or by causing the transmission of an Agent's Message,
waives any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
a. this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in
the applicable Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the Old Notes) of Old Notes
tendered herewith, unless such holder has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or
b. such Old Notes are tendered for the account of a firm that is an
Eligible Institution (as defined in Instruction 1).
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 6.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes" is inadequate, the certificate number(s) and/or
the principal amount of Old Notes and any other required information should
be listed on a separate, signed schedule which is attached to this Letter
of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all the Old Notes evidenced by any certificate
submitted are to be tendered, fill in the principal amount of Old Notes
which are to be tendered in the "Principal Amount Tendered" column of the
box entitled "Description of Old Notes" on page 4 of this Letter of
Transmittal. In such case, new certificate(s) for the remainder of the Old
Notes that were evidenced by your old certificate(s) will be sent only to
the holder of the Old Notes, promptly after the Expiration Date. All Old
Notes represented by certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. Tenders of Old
Notes will be accepted only in integral multiplies of [EURO]1,000.
5. WITHDRAWAL RIGHTS. Except as otherwise provided herein, tenders of
Old 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, a
written, telegraphic, telex or facsimile transmission of such notice of
withdrawal must be timely received by the Exchange Agent 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 Old Notes to be withdrawn, the aggregate principal
amount of Old Notes to be withdrawn and (if certificates for Old Notes have
been tendered) the name of the registered holder of the Old Notes as set
forth on the certificate for the Old Notes, if different from that of the
person who tendered such Old Notes. If certificates for the Old Notes have
been delivered or otherwise identified to the Exchange Agent, then prior to
the physical release of such certificates for the Old Notes, the tendering
holder must submit the serial numbers shown on the particular certificates
for the Old Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the
case of Old Notes tendered for the account of an Eligible Institution. If
Old Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in the Prospectus under "The Exchange Offer--Procedures
for Tendering Old Notes," the notice of withdrawal must specify the name
and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawal of Old Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old
Notes may not be rescinded. Old 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 Old Notes." Any Old Notes which have been
tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after withdrawal.
6. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal or any certificates or written instruments
of transfer or exchange are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in
a fiduciary or representative capacity, such persons should so indicate
when signing and, unless waived by the Issuer, must submit proper evidence
satisfactory to the Issuer, in its sole discretion, of each such person's
authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of
the Old Notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or separate written instrument(s) of transfer or exchange
are required unless New Notes are to be issued in the name of a person
other than the registered 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
registered owner(s) of the Old Notes listed, the certificates must be
endorsed or accompanied by a written instrument or instruments of transfer
or exchange, signed exactly as the name or names of the registered owner(s)
appear(s) on the certificates, and also must be accompanied by such
opinions of counsel, certifications and other information as the Issuer or
the trustee for the Old Notes may require in accordance with the
restrictions on transfer applicable to the Old Notes. Signatures on such
certificates or bond powers must be guaranteed by an Eligible Institution.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent 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. In the case of issuance in a different name, the U.S. taxpayer
identification number of the person named must also be indicated.
Certificates for Old Notes not exchanged will be returned by mail or, if
the Old Notes not exchanged were tendered by book-entry transfer, such Old
Notes will be returned by crediting the account indicated above maintained
at the applicable Book-Entry Transfer Facility. See Instruction 6.
8. IRREGULARITIES. The Issuer and the Guarantors will determine all
questions as to the validity, form, eligibility (including time of receipt)
and acceptance of Old Notes tendered for exchange in their sole discretion.
Their determination will be final and binding. The Issuer and the
Guarantors reserve the absolute right to (i) reject any and all tenders of
any Old Note improperly tendered, (ii) refuse to accept any Old Note if, in
their judgment or the judgment of their counsel, acceptance of the Old Note
may be deemed unlawful and (iii) waive any defects or irregularities or
conditions of the Exchange Offer as to any particular Old Note either
before or after the Expiration Date (whether or not similar defects,
irregularities or conditions are waived in the case of other holders),
including the right to waive the ineligibility of any holder who seeks to
tender Old Notes in the Exchange Offer.
The Issuer's and the Guarantors' interpretation of the terms and
conditions of the Exchange Offer as to any particular Old Notes either
before or after the Expiration Date, including the Letter of Transmittal
and the instructions to it, will be final and binding on all parties.
Holders must cure any defects and irregularities in connection with tenders
of Old Notes for exchange within such reasonable period of time as the
Issuer and the Guarantors will determine, unless the Issuer and the
Guarantors waive such defects or irregularities. Neither the Issuer, the
Guarantors, the Exchange Agent nor any other person will be under any duty
to give notification of any defect or irregularity with respect to any
tender of Old Notes for exchange, nor will the Issuer or any of the
Guarantors incur any liability for failure to give such notification.
9. 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 of this Letter of
Transmittal. Additional copies of the Prospectus, the Letter of
Transmittal, the Notice of Guaranteed Delivery and Forms W-8 (as defined in
Instruction 10) may be obtained from the Exchange Agent at the address and
telephone/facsimile numbers indicated above; from your broker, dealer,
commercial bank, trust company or other nominee; or from the Luxembourg
paying and transfer agent, Kredietbank S.A. Luxembourgeoise, Corporate
Trust and Agencies, 43, Boulevard Royal, L-2955 Luxembourg, telephone
352-4797-3931, facsimile 352-4797-73951, attention: Sandra Cortese.
10. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8. Under U.S.
federal income tax law, a holder whose tendered Old Notes are accepted for
exchange is required to provide the Exchange Agent with such holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 on
page 16 or, in the case of certain exempt foreign persons, an appropriate
Form W-8 (as defined below). If the Exchange Agent is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the
tendering holder to a $50 penalty. In addition, payments to such holders or
other payees with respect to New Notes issued pursuant to the Exchange
Offer may be subject to 31% 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 taxes,
a refund may be obtained.
Nonresident aliens and foreign persons not subject to backup withholding
should complete and submit to the Exchange Agent, instead of the Substitute
Form W-9, a Form W-8BEN (Certificate of Foreign Status of Beneficial Owner
for United States Tax Withholding), a Form W-8ECI (Certificate of Foreign
Person's Claim for Exemption From Withholding on Income Effectively
Connected With the Conduct of a Trade or Business in the United States), a
Form W-8EXP (Certificate of Foreign Government or Other Foreign
Organization for United States Tax Withholding) or a Form W-8IMY
(Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S.
Branches for United States Tax Withholding) (each a "Form W-8" and,
collectively, "Forms W-8"), as applicable. Forms W-8 and related
instructions may be obtained from the Exchange Agent. If you are a non-U.S.
holder, you should consult your tax advisor as to which Form(s) W-8 you
should complete.
Certain other holders (including, among others, corporations and
financial institutions) may not be subject to the backup withholding and
reporting requirements. Such holders should nevertheless complete the
Substitute Form W-9 below and write "exempt" on the face thereof to avoid
possible erroneous backup withholding. Please consult the enclosed
Guidelines for Certification of Taxpayer Identification Number (TIN) on
Substitute Form W-9 for additional guidance on which holders are exempt
from backup withholding.
To prevent backup withholding, each tendering holder of Old Notes
subject to backup withholding must provide his correct TIN by completing
the Substitute Form W-9 provided herein at page 16, certifying that the TIN
provided is correct and that either (i) such holder has not been notified
by the IRS that such holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (ii) the IRS has notified
such holder that such holder is no longer subject to backup withholding.
The box in Part III of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part III is
checked, the holder or other payee must also write "Applied For" in the
space provided for the TIN under Part I and complete the Certificate of
Awaiting Taxpayer Identification Number on page 16 in order to avoid backup
withholding. Notwithstanding that the box in Part III is checked, "Applied
For" has been entered in Part I and the Certificate of Awaiting Taxpayer
Identification Number is completed, the Exchange Agent will withhold 31% of
all payments made prior to the time a properly certified TIN is provided to
the Exchange Agent. The Exchange Agent will retain 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 (e.g., social
security number or employer identification number) of the registered owner
of the Old Notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the Old Notes. If the Old Notes are registered
in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number
(TIN) on Substitute Form W-9 for additional guidance on which number to
report.
11. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Issuer and the Guarantors reserve the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
12. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Old Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of
the acceptance of Old Notes for exchange.
13. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate(s) representing Old Notes have been mutilated, lost, destroyed
or stolen, the holder should promptly notify the Exchange Agent. The holder
will then be instructed as to the steps that must be taken in order to
replace the certificate(s). This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing mutilated,
lost, destroyed or stolen certificate(s) have been followed.
14. TRANSFER TAXES. Holders who tender their Old Notes for exchange will
not be obligated to pay any transfer taxes in connection therewith. If,
however, (i) New Notes are to be delivered to, or are to be issued in the
name of, any person other than the registered holder of the Old Notes
tendered, (ii) tendered Old Notes are registered in the name of any person
other than the person signing this Letter of Transmittal, or (iii) a
transfer tax is imposed for any reason other than the exchange of Old Notes
in connection with the Exchange Offer, then the amount of any such transfer
tax (whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
Except as provided in this Instruction 14, it is not necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter
of Transmittal.
15. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal
shall be deemed to be incorporated in any tender of Old Notes by any
Book-Entry Transfer Facility participant effected through procedures
established by such Book-Entry Transfer Facility and, by virtue of such
tender, such participant shall be deemed to have acknowledged and accepted
this Letter of Transmittal on behalf of itself and the beneficial owners of
any Old Notes so tendered.
PAYER'S NAME: THE BANK OF NEW YORK
- - - -----------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I--Taxpayer Identification Number--For
FORM W-9 all accounts, enter taxpayer identification
Department of the Treasury number in the box at right. (For most --------------------------------
Internal Revenue Service individuals, this is your social security Social Security Number
number. If you do not have a number, see OR
Obtaining a Number in the enclosed
Guidelines for Certification of Taxpayer
Identification Number (TIN) on Substitute --------------------------------
Form W-9 (the "Guidelines").) Certify by Employer Identification Number
signing and dating below.
Note: If the account is in more than one
name, check in the enclosed Guidelines to
determine which number to give the payer.
------------------------------------------------------------------------------
Part II: For Payees exempt from backup Part III:--If awaiting (or
withholding, see the enclosed Guidelines will soon apply for) TIN,
andcomplete as instructed therein. check the following box, write
"Applied For" in the space
above and complete the
Certificate of Awaiting
Taxpayer Identification Number
below. |_|
- - - -------------------------------------------------------------------------------------------------------------------
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1)THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION
NUMBER (OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME); AND
(2)I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE (A) I HAVE NOT
BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT I AM SUBJECT TO
BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS, OR (B) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
BACKUP WITHHOLDING.
Certification Instructions--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if,
after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you were
no longer subject to backup withholding, do not cross out item (2). (Also
see instructions in the enclosed Guidelines.)
- - - -------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
Signature Date
----------------------------- ---------------------------------
- - - -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU IN CONNECTION WITH
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 ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
- - - ------------------------------------------------------------------------------
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 Administrative 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 by the
time of the exchange, 31% of all reportable payments made to me thereafter
will be withheld until I provide a number.
Signature Date
----------------------------------- ---------------------------
- - - ------------------------------------------------------------------------------
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9 (CONTINUED)
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--A Social Security number ("SSN") has nine digits separated by two
hyphens: i.e. 000-00-0000. An employer identification numbers ("EIN") has
nine digits separated by one hyphen: i.e., 00-0000000. The table below will
help determine the number to give the payor.
- - - ----------------------------------------------------------------------------------------------------
For this type of account: Give the SOCIAL For this type of account: Give the EMPLOYER
SECURITY number IDENTIFICATION
of-- number of--
- - - -----------------------------------------------------------------------------------------------------
1. Individual The individual 6. Sole proprietorship The owner3
2. Two or more The actual owner of the
individuals (joint account or, if combined 7. A valid trust, estate, The legal entity4
account) funds, the first or pension trust
individual on the
account1 8. Corporate The corporation
3. Custodian account of The minor2 9. Association, club, The organization
a minor (Uniform religious, charitable,
Gift to Minors Act) educational or other
tax-exempt organization
4. a. The usual The grantor-trustee1
revocable savings 10 Partnership The partnership
trust (grantor is
also trustee) 11. A broker or The broker or nominee
registered nominee
b. So-called trust The actual owner1
account that is 12. Account with the The public entity
not a legal or Department of Agriculture
valid trust under in the name of a public
state law entity (such as a state
or local government,
5. Sole proprietorship The owner3 school district, or
prison) that receives
agricultural program
payments.
- - - ---------------------------------------------------------------------------------------------------------
(1) LIST FIRST AND CIRCLE THE NAME OF THE PERSON WHOSE NUMBER YOU
FURNISH. IF ONLY ONE PERSON ON A JOINT ACCOUNT HAS AN SSN, THAT
PERSON'S SSN MUST BE FURNISHED.
(2) CIRCLE THE MINOR'S NAME AND FURNISH THE MINOR'S SSN.
(3) SHOW YOUR INDIVIDUAL NAME. YOU MAY ALSO ENTER YOUR BUSINESS NAME. YOU
MAY USE YOUR SSN OR EIN (IF YOU HAVE ONE). USING YOUR EIN MAY,
HOWEVER, RESULT IN UNNECESSARY NOTICES TO THE REQUESTOR OF THE FORM
W-9 OR SUBSTITUTE FORM W-9.
(4) LIST FIRST AND CIRCLE THE NAME OF THE VALID TRUST, ESTATE, OR PENSION
TRUST. (DO NOT FURNISH THE IDENTIFYING NUMBER OF THE PERSONAL
REPRESENTATIVE OR TRUSTEE UNLESS THE LEGAL ENTITY ITSELF IS NOT
DESIGNATED IN THE ACCOUNT TITLE.)
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.
RESIDENT ALIENS. If you are a resident alien and you do not have and are
not eligible to get an SSN, your TIN is your IRS individual taxpayer
identification number ("ITIN"). Enter it on the portion of the Form W-9 or
substitute Form W-9 where the SSN would be entered. If you do not have an
ITIN, see "Obtaining a Number" below.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9 (CONTINUED)
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
NAME
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last
name shown on your social security card, and your new last name.
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN"), apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security
Card, from your local office of the Social Security Administration, or Form
SS-4, Application for Employer Identification Number, from the Internal
Revenue Service (the "IRS") by calling 1-800-829-3676 or visiting the IRS's
Internet web site at www.irs.gov. Resident aliens who are not eligible to
get a Social Security number and need an ITIN should obtain Form W-7,
Application for Individual Taxpayer Identification Number, from the IRS by
calling 1-800-829-3676 or visiting the IRS's Internet web site at
www.irs.gov.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Exempt payees described below should file Form W-9 or substitute Form W-9
to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE
PAYER. FURNISH YOUR TIN, 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.
The following is a list of payees exempt from backup withholding and for
which no information reporting is required:
(1) An organization exempt from tax under section 501(a), or an
individual retirement plan ("IRA"), or a custodial account under
section 403(b)(7).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political subdivisions, agencies
or instrumentalities.
(5) An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
U.S. or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section
4947.
For interest and dividends, all listed payees are exempt except item (9).
For broker transactions, payees listed in (1) through (13) and a person
registered under the Investment Advisers Act of 1940 who regularly acts as
a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except the following payments made to a
corporation and reportable on Form 1099-MISC are not exempt from
withholding:
o Medical and health care payments. o Attorneys' fees.
o Payments for services paid by a federal executive agency. Payments of
dividends generally not subject to backup withholding include the
following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and that have at least one nonresident partner.
o Payments made by certain foreign organizations. Payments of interest
generally not subject to backup withholding include the following:
o 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 payor's trade or business and you
have not provided your correct TIN to the payor.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9 (CONTINUED)
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044,
6045, 6049, 6050A, and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage
interest you paid, the acquisition or abandonment of secured property, or
contributions you made to an IRA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
You must provide your TIN whether or not you are qualified to file a tax
return. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a TIN to a
payor. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), you are subject to a
penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to wilful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If
you made a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.