To Accompany Certificate(s) of Common Stock of
STRATEGIC CAPITAL RESOURCES, INC.
Surrendered Pursuant to
The Agreement and Plan of Merger, dated as of _____, 2003 by and among Strategic
Capital Resources, Inc. and New Company Corp.
The Paying Agent is:
Continental Stock Transfer & Trust Company
By Mail: For Information Telephone By Hand/Overnight Courier:
17 Battery Place (212) 509-4000 Ext:536 17 Battery Place
New York, NY 10004 8th floor delivery window
New York, NY 10004
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
[ ] Check here if your certificate(s) have been lost, stolen or destroyed.
See Instruction 5.
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BOX 1 DESCRIPTION OF SHARES SURRENDERED
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Names and Address(es) of Registered Holder(s) Certificate Number(s) Number of Shares Formerly
as appears on certificate(s) Represented by Certificate(s)
(if you need more space attach a list
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- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Total Shares
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Ladies and Gentlemen:
This Letter of Transmittal relates to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of _________, 2003, by and between Strategic
Capital Resources, Inc. (the "Company") and New Company Corp. ("New Company"),
pursuant to which New Company merged with and into the Company (the "Merger"),
with the Company as the surviving corporation (the"Surviving Corporation"). In
accordance with the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share or fractional share (in either instance, each, a
"Share") of the Company's common stock, par value $0.001 per share, outstanding
immediately prior to the Effective Time, other than Shares held by the Buyer
Group was converted into the right to receive $25.00 in cash (pro-rata as to
fractional shares), without interest thereon (the "Merger Consideration"). The
terms of the Merger, which was consummated on ______, 2003, are described in the
Company's Information Statement dated ______, 2003 and previously mailed to the
stockholders of the Company. Continental Stock Transfer & Trust Company has been
appointed paying agent (the "Paying Agent").
In accordance with the Merger Agreement and with the instructions
imprinted hereon, the undersigned hereby surrenders to the Paying Agent that the
certificates(s) listed above (the "Certificates"), which prior to the Merger
represented Shares to be exchanged for the Merger Consideration.
The undersigned irrevocably constitutes and appoints the Paying Agent
as the true and lawful agent and attorney-in-fact of the undersigned
(acknowledging that the Paying Agent also acts as the agent of the Surviving
Corporation) with respect to the Certificates with full power of substitution
and resubstitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to deliver the Certificates for cancellation to
the stock transfer agent or the Surviving Corporation, together with all
accompanying evidence of transfer and authenticity, upon receipt by the Paying
Agent as the undersigned's agent of the Merger Consideration in respect of each
Share formerly represented by the Certificates. The undersigned hereby
represents and warrants that the undersigned has full power and authority to
surrender the Certificates and the Certificates being transmitted and the Shares
formerly represented thereby are free and clear of all liens, restrictions,
claims, charges and encumbrances, and are not subject to any adverse claims. The
undersigned hereby acknowledges that the delivery of the enclosed Certificates
shall be effected and risk of loss and title to such Certificates shall pass
only upon proper receipt thereof by the Paying Agent.
The undersigned will, upon request, execute any signature guarantees or
additional documents deemed by the Paying Agent or the Company to be necessary
to desirable to complete the transfer of the Certificates or the surrender of
the Shares.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and will not be affected by, and will survive, the death, incapacity
or bankruptcy of the undersigned.
The undersigned understands that unless otherwise indicated herein, the
check for the Merger Consideration will be issued in the name(s) of the
registered holder(s) appearing under "Description of Share(s) Surrendered" in
Box 1. Similarly, unless otherwise indicated herein, the check for the Merger
Consideration (and accompanying documents, as appropriate) will be mailed to the
address(es) of the registered holder(s) appearing under "Description of Share(s)
Surrendered" in Box 1.
Unless the appropriate box in Box 2 on the next page is checked, the
undersigned is not a foreign person. This information and the undersigned's
name, identifying number, address and, if applicable, place of incorporation, as
provided in Box 2, are certified to be true under penalties of perjury.
If any Shares surrendered hereby are registered in different names
(e.g., "Jane Doe" or "J. Doe"), it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of such Shares.
________________________________________________________________________________
BOX 2
IMPORTANT
SIGN HERE
ALSO COMPLETE FORM W-9 BELOW
(OR IF YOU ARE A FOREIGN HOLDER, FORM W-8BEN)
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Holder(s))
Dated: ________________, 2003
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executors, administrators,
guardians, attorneys-in-fact, officer of corporations or other person acting in
a fiduciary or representative capacity, please provide the following information
and see Instruction 4.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(including Zip Code)
(home for individual, office for entity)
[ ] Check here if foreign.
Place of incorporation, if a corporation _______________________________________
Daytime Area Code and Telephone Number: ________________________________________
Tax Identification or Social Security No. ______________________________________
(Complete Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTIONS 1 AND 4)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
(Please Print)
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(Including Zip Code)
Daytime Area Code and Telephone Number: ________________________________________
Dated: ________________, 2003
________________________________________________________________________________
________________________________________________________________________________
BOX 3
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if the check for the purchase price of Shares purchased
is to be issued in the name of someone other than the registered owner
appearing on the first page of the Letter of Transmittal.
(Please Type or Print)
Issue and mail check to:
Name: ____________________________________________
Address: _________________________________________
_________________________________________
_________________________________________
(Including Zip Code)
_________________________________________
_________________________________________
(Taxpayer Identification Number or Social
Security Number)
________________________________________________________________________________
________________________________________________________________________________
BOX 4
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if any check for the purchase price of the Shares is to
be mailed to someone other than the person on page 1 of this Letter of
Transmittal.
(Please Type or Print)
Mail check to:
Name: ____________________________________________
Address: _________________________________________
_________________________________________
_________________________________________
(Including Zip Code)
_________________________________________
_________________________________________
(Taxpayer Identification Number or Social
Security Number)
________________________________________________________________________________
INSTRUCTIONS
1. Guarantee of Signatures. All signatures on this Letter of
Transmittal must be guaranteed by an Eligible Guarantor Institution (as defined
in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, including
(as such terms are defined in that Rule): (i) a bank; (ii) a broker, dealer,
municipal securities dealer, municipal securities broker, government securities
dealer or government securities broker; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association (each an "Eligible Institution"), unless (a) this
Letter of Transmittal is signed by the registered holder (s) of the Shares
surrendered herewith and the checks are not to be issued in the name of, or
delivered to, any person other than the registered holder(s) or (b) such Shares
are surrendered for the account of an Eligible Institution. A verification by a
notary public is not acceptable. See Instruction 4.
2. Delivery of Letter of Transmittal. This Letter of Transmittal
is to be used if Certificates are to be forwarded herewith. Certificates for all
physically tendered Shares, as well as this Letter of Transmittal properly
completed and duly executed (or a facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Paying Agent at
its address set forth on the front page of this Letter of Transmittal.
The method of delivery of this Letter of Transmittal, Certificates, and
all other documents is at the option and risk of the tendering stockholder and
the delivery will be deemed made only when actually received by the Paying
Agent. If delivery is by mail, it is recommended that such Certificates and
documents be sent by registered mail, properly insured, with return receipt
requested.
3. Inadequate Space. If the space provided herein is inadequate,
the Certificate numbers and notation of the number of Shares formerly
represented by the Certificate(s) should be listed on a separate schedule
attached hereto.
4. Signatures on Letter of Transmittal, Stock and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares surrendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Certificates, without alteration, enlargement or any
change whatsoever.
If any of the Shares surrendered hereby are owned of record by two or
more persons, all such persons must sign this Letter of Transmittal. If any of
the Shares surrendered hereby are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Certificates, no endorsements of the Certificates or separate stock powers
are required, unless checks are to be issued in the name of, or delivered to,
any person other than such registered holder(s). If checks are to be issued in
the name of, or delivered to, any person other than the registered holder(s) of
the Certificates, all signatures on the Certificates or stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution). If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Certificates, the Certificates must be endorsed or
accompanied by appropriate stock powers and, in either case, signed exactly as
the names of the registered holder(s) appear on the Certificates. Signatures of
any such person on any of the Certificates or any stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
If this Letter of Transmittal or any Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to the Surviving Corporation of the authority of such person so to
act must be submitted with this Letter of Transmittal.
5. Lost Stock Certificates. You will not receive your check
unless and until you deliver this Letter if Transmittal properly completed and
duly executed to the Paying Agent, together with the Certificate(s) evidencing
your Shares and any accompanying evidence of authority. If your Certificates
have been lost, stolen , misplaced, or destroyed, check the box on the front of
this form, return it to the Paying Agent together with the enclosed affidavit
signed by you and await further instructions concerning same and/or the posting
of a bond or an indemnity undertaking if required by the Surviving Corporation.
6. Request for Assistance or Copies. Requests for assistance or
additional copies of this Letter of Transmittal may be obtained from the Paying
Agent at any of its addresses listed on the front cover of this Letter of
Transmittal or by calling (212) 509-4000, ext 536.
7. Form W-9. The surrendering stockholder (or other payee) is
required to provide the Paying Agent with a current Taxpayer Identification
Number ("TIN") on Form W-9, which is provided under "Important Tax Information"
below, and to certify whether the surrendering stockholder (or payee) is subject
to backup withholding of federal income tax. If a surrendering stockholder (or
other payee) has been notified by the Internal Revenue Service that he is
subject to backup withholding, he must cross out item (2) in Part II of the Form
W-9. Failure to provide the information on the Form W-9 may subject the
surrendering stockholder (or other payee) to 28% federal income tax withholding
on the payment of the Merger Consideration. If the surrendering stockholder (or
other payee) has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, he should write "Applied For" in the
space provided for the TIN in Part I, and sign and date the Form W-9. If
"Applied For" is written in Part I and the Paying Agent is not provided with a
TIN within 60 days, the Paying Agent will withhold 28% of all payments of the
Merger Consideration until a TIN is provided to the Paying Agent. A surrendering
stockholder (or other payee) that is a foreign person should not complete Form
W-9 , but instead such persons should complete the Form W-8BEN, which will be
provided to all foreign holders. If you require this Form, please contact the
Paying Agent.
8. Transfer Taxes. If payments in respect of surrendered
Certificates are to be made to any person(s) other than the registered holder(s)
of such Certificates, the amount of any transfer taxes (whether imposed on the
registered holder(s) or such other person(s)) payable on account of such
transfer will be deducted from such payments unless satisfactory evidence of
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 8, it will not be necessary for transfer tax stamps to be
affixed to the Certificates surrendered herewith or funds to cover such stamps
to be provided with this Letter of Transmittal.
9. Special Payment and Delivery Instructions. If any checks are
to be issued in the name of a person other than the persons signing this Letter
of Transmittal or if any checks are to be sent to someone other than to the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at any address other than that shown in Box 1, then
Box 3 (Special Payment Instructions) and/or Box 4 (Special Delivery
Instructions), as appropriate, must be completed. If no such instructions are
given, all checks will be issued in the name and sent to the address appearing
in Box 1.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose surrendered
Shares are accepted for payment is required by law to provide the Paying Agent
(as payer) with his correct TIN on Form W-9 below. If such stockholder is an
individual, the TIN is his social security number. If the Paying Agent is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such stockholder with respect to the Shares may be subject to backup
withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under
penalties of perjury, attesting to that individuals exempt status. Such
statements can be obtained from the Paying Agent. See the chart in Part II of
Form W-9 for guidance.
If backup withholding applies, the Paying Agent is required to withhold
28% of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of the tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
Purpose of Form W-9
To prevent backup withholding on payments that are made to a
stockholder with respect to the Shares surrendered pursuant to the Merger, the
stockholder is required to notify the Paying Agent of his correct TIN by
completing the form below certifying that the TIN provided on Form W-9 is
correct (or that such stockholder is awaiting a TIN).
What Number to Give the Paying Agent
The stockholder is required to give the Paying Agent the social
security number or tax identification number of the record owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the chart in Part II of Form W-9 for guidance. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, he or she should write "Applied For" in
the space provided for the TIN in Part I, and sign and date the Form W-9. If
"Applied For" is written in Part I and the Paying Agent is not provided with a
TIN within 60 days, the Paying Agent will withhold 28% of all payments of the
Merger Consideration until a TIN is provided to the Paying Agent.
Form W-9 Request for Taxpayer Give form to the
(Rev. January 2003) Identification Number and Certification requester. Do not
Department of the send to the IRS.
Treasury
Internal Revenue
Service
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Name
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Business name, if different from above
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Individual/ Exempt from backup
Print or type Check appropriate box: [ ] Sole proprietor [ ] Corporation [ ] withholding
See Specific Instructions [ ] Partnership [ ] Other
on page 2.
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Address (number, street, and apt. or suite no.) Requester's name and address (optional)
-----------------------------------------------------------------
City, state, and ZIP code
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List account number(s) here (optional)
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Part I Taxpayer Identification Number (TIN)
- --------------------------------------------------------------------------------
Enter your TIN in the appropriate box. For Social security number
individuals, this is your social security
number (SSN). However, for a resident alien, ------------------------------
sole proprietor, or disregarded entity, see
the Part I instructions on page 3. For other
entities, it is your employer identification or
number (EIN). If you do not have a number,
see How to get a TIN on page 3.
Note: If the account is in more than one Employer identification number
name, see the chart on page 4 for guidelines
on whose number to enter. ------------------------------
- --------------------------------------------------------------------------------
Part II 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 because: (a) I am exempt from backup
withholding, or (b) 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 (c) the IRS has notified me that I am no
longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the instructions on
page 4.)
- --------------------------------------------------------------------------------
Sign Signature of
Here U.S. person Date
- --------------------------------------------------------------------------------
Purpose of Form
A person who is required to file an information return with the IRS, must obtain
your correct taxpayer identification number (TIN) to report, for example, income
paid to you, real estate transactions, mortgage interest you paid, acquisition
or abandonment of secured property, cancellation of debt, or contributions you
made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the requester)
and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee.
Note: If a requester gives you a form other than Form W-9 to request your
TIN, you must use the requester's form if it is substantially similar to this
Form W-9.
Foreign person. If you are a foreign person, use the appropriate Form W-8 (see
Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident
alien individual may use the terms of a tax treaty to reduce or eliminate U.S.
tax on certain types of income. However, most tax treaties contain a provision
known as a "saving clause." Exceptions specified in the saving clause may permit
an exemption from tax to continue for certain types of income even after the
recipient has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in
the saving clause of a tax treaty to claim an exemption from U.S. tax on certain
types of income, you must attach a statement that specifies the following five
items:
1. The treaty country. Generally, this must be the same treaty under which
you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the
treaty article.
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Cat. No. 10231X Form W-9 (Rev. 1-2003)
Form W-9 (Rev. 1-2003) Page 2
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Example. Article 20 of the U.S.-China income tax treaty allows an exemption from
tax for scholarship income received by a Chinese student temporarily present in
the United States. Under U.S. law, this student will become a resident alien for
tax purposes if his or her stay in the United States exceeds 5 calendar years.
However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April
30, 1984) allows the provisions of Article 20 to continue to apply even after
the Chinese student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
protocol) and is relying on this exception to claim an exemption from tax on his
or her scholarship or fellowship income would attach to Form W-9 a statement
that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 30% of such payments (29% after
December 31, 2003; 28% after December 31, 2005). This is called "backup
withholding." Payments that may be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee pay, and certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report
all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. You do not certify your TIN when required (see the Part II instructions on
page 4 for details), or
3. The IRS tells the requester that you furnished an incorrect TIN, or
4. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts opened
after 1983 only).
Certain payees and payments are exempt from backup withholding. See the
instructions below and the separate Instructions for the Requester of Form W-9.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester,
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 that results in no backup withholding,
you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter 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, enter your first name, the last name shown on your social security card,
and your new last name.
If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing business
as (DBA)" name on the "Business name" line.
Limited liability company (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, enter the owner's
name on the "Name" line. Enter the LLC's name on the "Business name" line.
Other entities. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any business,
trade, or DBA name on the "Business name" line.
Note: You are requested to check the appropriate box for your status
(individual/sole proprietor, corporation, etc.).
Exempt From Backup Withholding
If you are exempt, enter your name as described above and check the appropriate
box for your status, then check the "Exempt from backup withholding" box in the
line following the business name, sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
Note: If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding.
Exempt payees. Backup withholding is not required on any payments made to the
following payees:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2);
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; or
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 United
States, the District of Columbia, or a possession of the United States;
Form W-9 (Rev. 1-2003) Page 3
- --------------------------------------------------------------------------------
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 custodian;
or
15. A trust exempt from tax under section 664 or described in section 4947.
The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1 through
15.
If the payment is for . . . THEN the payment is exempt for . . .
Interest and dividend payments All exempt recipients except for 9
Broker transactions Exempt recipients 1 through 13. Also, a
person registered under the Investment
Advisers Act of 1940 who regularly acts as a
broker
Barter exchange transactions Exempt recipients 1 through 5
and patronage dividends
Payments over $600 required Generally, exempt recipients 1 through 7 /2/
to be reported and direct sales
over $5,000 /1/
/1/ See Form 1099-MISC, Miscellaneous Income, and its instructions.
/2/ However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys' fees; and payments for
services paid by a Federal executive agency.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. 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 in the social security number
box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-owner LLC that is disregarded as an entity separate
from its owner (see Limited liability company (LLC) on page 2), enter your SSN
(or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter
the entity's EIN.
Note: See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5, Application for a Social Security Card, from your
local Social Security Administration office or get this form on-line at
www.ssa.gov/online/ss5.html. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web
Site at www.irs.gov.
If you are asked to complete Form W-9 but do not have a TIN, write "Applied
For" in the space for the TIN, sign and date the form, and give it to the
requester. For interest and dividend payments, and certain payments made with
respect to readily tradable instruments, generally you will have 60 days to get
a TIN and give it to the requester before you are subject to backup withholding
on payments. The 60-day rule does not apply to other types of payments. You will
be subject to backup withholding on all such payments until you provide your TIN
to the requester.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.
Form W-9 (Rev. 1-2003) Page 4
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Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent even
if items 1, 3, and 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign
(when required). Exempt recipients, see Exempt from backup withholding on page
2.
Signature requirements. Complete the certification as indicated in 1 through 5
below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and
broker accounts considered active during 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983
and broker accounts considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross
out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified that you have previously
given an incorrect TIN. "Other payments" include payments made in the course of
the requester's trade or business for rents, royalties, goods (other than bills
for merchandise), medical and health care services (including payments to
corporations), payments to a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA or Archer MSA contributions or distributions, and pension
distributions. You must give your correct TIN, but you do not have to sign the
certification.
What Name and Number To Give the Requester
For this type of account: Give name and SSN of:
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1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account
or, if combined funds, the first
individual on the account /1/
3. Custodian account of a minor (Uniform The minor /2/
Gift to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee /1/
(grantor is also trustee)
b. So-called trust account that is not The actual owner /1/
a legal or valid trust under state
law
5. Sole proprietorship or single-owner LLC The owner /3/
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For this type of account: Give name and EIN of:
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6. Sole proprietorship or single-owner LLC The owner /3/
7. A valid trust, estate, or pension trust Legal entity /4/
8. Corporate or LLC electing corporate The corporation
status on Form 8832
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
10. Partnership or multi-member LLC The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
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. If
only one person on a joint account has an SSN, that person's number must be
furnished.
/2/ Circle the minor's name and furnish the minor's SSN.
/3/ You must show your individual name, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one).
/4/ List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN 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 more than one name is listed, the number will
be considered to be that of the first name listed.
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Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide 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, cancellation of debt,
or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation, and to cities, states, and the District of Columbia to
carry out their tax laws. We may also disclose this information to other
countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism.
You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 30% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.
[LOGO OF RECYCLED PAPER]
AFFIDAVIT OF LOSS AND AGREEMENT OF INDEMNITY
STATE OF )
-----------------
COUNTY OF )
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The undersigned, being duly sworn, deposes and says that I am an adult who's
mailing address is:
(1) I am the legal and beneficial owner of record or acting in a representative
or fiduciary capacity with respect to the following described securities:
CTF #
Issued By:
(hereinafter called the "Issuing Corporation") and Registered in name of:
(2) The owner, representative or fiduciary says that the aforementioned
Security has been lost, stolen or destroyed under the following
circumstances:
(3) That said Original (was not)(was) endorsed.
(4) The owner, representative or fiduciary has made a diligent search for the
Original, and has been unable to find the same, that these securities have
not been assigned, transferred, hypothecated, pledged or otherwise disposed
of in any manner whatsoever, and that no person, firm & corporation, has
any right, title, claim equity or interest in these shares.
(5) The owner, representative or fiduciary makes this Affidavit for the purpose
of requesting and inducing the Issuing Corporation and Continental Stock
Transfer & Trust Company, its agent, to issue new securities in
substitution for the Original. The owner, representative or fiduciary will
immediately without consideration surrender the Original to the Issuing
Corporation, or its transfer agent, should this security ever come into
their possession for cancellation.
(6) Now, therefore, the undersigned hereby agrees at all times to Indemnify and
save harmless, the Issuing Corporation and Continental Stock Transfer &
Trust Company from all damages, claims, liabilities, judgments, counsel
fees and expenses of every nature, which they may sustain or incur as a
result of assuming such liability attached under this Indemnity Agreement.
Sworn to and subscribed before me
this day of
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INDEMNITOR
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Notary Public
(Affix Notarial Seal)
My Commission Expires