LETTER OF TRANSMITTAL
MAGELLAN HEALTH SERVICES, INC.
OFFER TO EXCHANGE ITS 9% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OF ITS OUTSTANDING
9% SENIOR SUBORDINATED NOTES DUE 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON [ ], 1998,
UNLESS THE OFFER IS EXTENDED.
To Marine Midland Bank
(THE "EXCHANGE AGENT")
BY MAIL, BY OVERNIGHT COURIER OR BY FACSIMILE:
BY HAND: (For Eligible Institutions Only)
Marine Midland Bank (212) 658-2292
140 Broadway, Level A CONFIRM BY TELEPHONE:
New York, New York, 10005-1180 (212) 658-5931
Attention: Corporate Trust Operations
FOR INFORMATION CALL:
(800) 662-9844
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt of the Prospectus dated
[ ], 1998 (the "Prospectus") of Magellan Health Services, Inc. (the
"Company") and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 9% Series A Senior Subordinated Notes due 2008
(the "New Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for each $1,000 principal amount of its outstanding 9%
Senior Subordinated Notes due 2008 (the "Old Notes"). The term "Expiration Date"
shall mean 5:00 p.m., New York City time, on [ ], 1998, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case the
term shall mean the latest date and time to which the Exchange Offer is
extended. Capitalized terms used but not defined herein have the meaning given
to them in the Prospectus.
This Letter of Transmittal is to be used by holders of Old Notes if (i)
tender of the Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering" by any financial
institution that is a participant in the Book-Entry Transfer Facility and whose
name appears on a security position listing as the owner of Old Notes (such
participants, acting on behalf of holders, are referred to herein, together with
such holders, as "Acting Holders") or (ii) tender of the Old Notes is to be made
according to the guaranteed delivery procedures described in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this letter in its entirety.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
Principal Amount of Tendered Old Notes: ___________________________________
If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i)
time will not permit this Letter of Transmittal or other required documents to
reach the Exchange Agent prior to the Expiration Date, or (ii) the procedures
for book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2 below.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s): ___________________________________
Window Ticket No. (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Eligible Institution
that Guaranteed Delivery: _____________________________________________________
If Delivered by Book-Entry Transfer,
the Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _____________________________________________________________________
Address: __________________________________________________________________
__________________________________________________________________
Attention: ________________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Subject to, and effective upon, acceptance for exchange of the Old Notes
tendered herewith in accordance with the terms and conditions of the Exchange
Offer, the Holder hereby sells, assigns and transfers to the Company all right,
title and interest in and to all of the Old Notes that are being tendered for
exchange hereby, and hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the Holder with respect
to such securities, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver Old Notes tendered hereby or transfer ownership of such securities on
the account books maintained by DTC together, in either such case, with the
accompanying evidences of transfer and authority, to the Company upon the
receipt by the Exchange Agent, as the Holder's agent, of the consideration
therefor pursuant to the Exchange Offer, and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes.
THE HOLDER HEREBY REPRESENTS AND WARRANTS THAT THE HOLDER HAS FULL POWER AND
AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED
HEREBY AND TO ACQUIRE THE NEW NOTES ISSUABLE UPON THE EXCHANGE OF SUCH OLD
NOTES, THAT THE EXCHANGE AGENT, AS AGENT OF THE COMPANY, WILL ACQUIRE GOOD AND
UNENCUMBERED TITLE TO SUCH TENDERED OLD NOTES, FREE AND CLEAR OF ALL LIENS,
RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THE OLD NOTES TENDERED HEREBY ARE
NOT SUBJECT TO ANY ADVERSE CLAIM OR ENCUMBRANCE WHEN THE SAME ARE ACCEPTED BY
THE COMPANY. THE HOLDER WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR
DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE OLD
NOTES TENDERED HEREBY.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the Holder, and any
obligation of the Holder hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the Holder. Except as stated in the
Prospectus, this tender is irrevocable.
A tender of Old Notes pursuant to the procedures described in the Prospectus
and in the instructions hereto will constitute the Holder's acceptance of the
terms and conditions of the Exchange Offer and a binding agreement between the
tendering Holder of Old Notes and the Company upon the terms and subject to the
conditions of the Exchange Offer. The Holder recognizes that, under certain
circumstances set forth in the Prospectus, the Company may not be required to
accept any of the Old Notes tendered for exchange hereby.
BY TENDERING OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE HOLDER
IS DEEMED TO REPRESENT AND AGREE, AND HEREBY REPRESENTS AND AGREES, THAT (I) IT
IS ACQUIRING NEW NOTES ISSUABLE IN EXCHANGE THEREFOR IN THE ORDINARY COURSE OF
ITS BUSINESS, (II) UNLESS IT IS A BROKER-DEALER REFERRED TO IN THE NEXT
SENTENCE, IT IS NOT PARTICIPATING IN AND DOES NOT INTEND TO PARTICIPATE IN AND
HAS NO ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN A PUBLIC DISTRIBUTION OF
THE NEW NOTES, (III) THE HOLDER IS NOT AN AFFILIATE OF THE COMPANY WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT AND (IV) IF IT IS SUCH AN AFFILIATE
IT MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT IN CONNECTION WITH ANY RESALE OF THE NEW NOTES. EACH HOLDER WHO
IS A PARTICIPATING BROKER-DEALER (AS DEFINED IN THE PROSPECTUS) HOLDING OLD
NOTES ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES THAT WILL RECEIVE NEW NOTES IN EXCHANGE FOR SUCH OLD NOTES PURSUANT
TO THE EXCHANGE OFFER FURTHER REPRESENTS AND AGREES THAT IT WILL DELIVER A
PROSPECTUS (WHICH MAY BE THE PROSPECTUS) IN CONNECTION WITH ANY RESALE OF SUCH
NEW NOTES DURING THE PERIOD
REQUIRED BY THE SECURITIES ACT. BY ACKNOWLEDGING THAT IT WILL DELIVER AND BY
DELIVERING A PROSPECTUS, A PARTICIPATING BROKER-DEALER WILL NOT BE DEEMED TO
ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. BY
TENDERING OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH HOLDER WHO IS
A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS ACCOUNT IN EXCHANGE FOR OLD
NOTES ACQUIRED DIRECTLY FROM THE COMPANY ACKNOWLEDGES THAT IT MAY NOT RELY ON
THE INTERPRETATIONS OF THE STAFF OF THE DIVISION OF CORPORATE FINANCE OF THE
SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO TRANSACTIONS SIMILAR TO THE
EXCHANGE OFFER THAT ARE BEING RELIED UPON BY THE COMPANY IN MAKING THE EXCHANGE
OFFER AND, IN CONNECTION WITH THE RESALE OF ANY SUCH NEW NOTES, MUST COMPLY WITH
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT,
INCLUDING THE REQUIREMENT THAT SUCH BROKER-DEALER BE NAMED AS A SELLING
NOTEHOLDER IN THE RESALE PROSPECTUS.
HOLDER SIGN HERE
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
(Signature(s) of Owner(s))
Dated
- --------------------------------------------------------------------------------
Holder's Telephone Number
- -----------------------------------------------------------------
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Old
Notes. If signature is by an attorney, executor, administrator, trustee,
guardian or others acting in a fiduciary capacity, please set forth full title
and see Instruction 5.)
SIGNATURE(S) GUARANTEED
(SEE INSTRUCTION 1)
- --------------------------------------------------------------------------------
(Firm -- Please Print)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Date)
BOX 1
SPECIAL REGISTRATION INSTRUCTIONS
(See Instruction 5)
To be completed ONLY if New Notes issued in exchange for Old Notes accepted for
exchange are to be issued in the name of someone other than the undersigned.
Issue New Notes to:
Name __________________________________________________________________________
(Please Print)
Address _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security Number)
BOX 2
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 5)
To be completed ONLY if or New Notes issued in exchange for Old Notes accepted
for exchange are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver certificate(s) to:
Name __________________________________________________________________________
(Please Print)
Address _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security Number)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL OR BOOK-ENTRY CONFIRMATIONS. A
confirmation of book-entry transfer into the Exchange Agent's account with the
Book-Entry Transfer Facility for tendered Old Notes, as well as a properly
completed and duly executed copy of this Letter of Transmittal (or facsimile
thereof), a Substitute Form W-9 (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent at
its address set forth herein prior to the Expiration Date. The method of
delivery of all required documents is at the election and risk of the tendering
Holder and 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, is recommended. Instead of delivery by mail, it is
recommended that the Holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. Neither the
Company nor the Exchange Agent is under an obligation to notify any tendering
Holder of the Company's acceptance of tendered Old Notes prior to the Closing of
the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Notes but who cannot comply with the procedures for book-entry transfer prior to
the Expiration Date or deliver the Letter of Transmittal and any other documents
required by the Letter of Transmittal to the Exchange Agent or who cannot
complete the procedures for book-entry transfer prior to the Expiration Date
must tender their Old Notes according to the guaranteed delivery procedures set
forth below. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member firm
of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., or is a commercial bank or trust company having
an office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received
from the holder and the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder and the
principal amount of tendered Old Notes and stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange
trading days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof), together with a confirmation of book-entry transfer into
the Exchange Agent's account with the Book-Entry Transfer Facility for Old
Notes and any other required documents will be deposited by the Eligible
Institution with the Exchange Agent; and
(iii) such properly completed and executed Letter of Transmittal (or
facsimile thereof) and a confirmation of book-entry transfer into the
Exchange Agent's account with the Book-Entry Transfer Facility for Old Notes
and all other documents required by the Letter of Transmittal must be
received by the Exchange Agent within three New York Stock Exchange trading
days after the Expiration Date.
Any holder who wishes to tender Old Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery relating to such Old Notes prior to the
Expiration Date. Failure to complete the guaranteed delivery procedures outlined
above will not, of itself, affect the validity or effect a revocation of any
Letter of Transmittal form properly completed and executed by a Holder who
attempted to use the guaranteed delivery process.
3. TENDER BY HOLDER. Only a holder of Old Notes may tender such Old Notes
in the Exchange Offer. Any beneficial owner of Old Notes who is not the
registered holder and who wishes to tender should arrange with such holder to
execute and deliver this Letter of Transmittal on such owner's behalf.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; GUARANTEE OF SIGNATURES. The
signature on this Letter of Transmittal must correspond with the name as it
appears on the security position listing as the owner of the Old Notes.
If any of the tendered Old Notes 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 held in different names on several Old Notes, it will be necessary
to complete, sign and submit as many separate copies of the Letter of
Transmittal documents as there are names in which tendered Old Notes are held.
If this Letter of Transmittal is signed by the registered holder and New
Notes are to be issued and any untendered or unaccepted principal amount of Old
Notes are to be reissued or returned to the registered holder, then the
registered holder need not and should not provide a separate bond power. In any
other case, the registered holder must transmit a properly completed separate
bond power with this Letter of Transmittal (in either case, with respect to a
participant in the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Old Notes, exactly as the name of the
participant appears on such security position listings), with the signature on
the bond power guaranteed by an Eligible Institution unless such bond powers are
signed by an Eligible Institution.
If this Letter of Transmittal or any bond powers 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 Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
No signature guarantee is required if (i) this Letter of Transmittal is
signed by a participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of the tendered Old Notes and the
New Notes or Old Notes not tendered or not accepted are to be deposited to such
participant's account at the Book-Entry Transfer Facility and neither the
"Special Delivery Instructions" (Box 2) nor the "Special Registration
Instructions" (Box 1) has been completed, or (ii) such Old Notes are tendered
for the account of an Eligible Institution. In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders
should indicate, in the applicable box, the account at the Book-Entry Transfer
Facility to which the New Notes and/or substitute Old Notes for principal
amounts not tendered or not accepted for exchange are to be sent (or deposited)
if different from the name and address or account of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the employer
identification number or social security number of the person named must also be
indicated and the tendering holders should complete the applicable box.
If no such instructions are given, the New Notes (and any Old Notes not
tendered or not accepted) will be deposited at such registered owner's account
at the Book-Entry Transfer Facility.
6. SECURITY TRANSFER TAXES. The Company will pay all security transfer
taxes, if any, applicable to the exchange of Old Notes tendered and accepted
pursuant to the Exchange Offer.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
7. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Old Notes which are accepted for exchange must provide the Company
(as payor) with its correct taxpayer identification number ("TIN"), which, in
the case of a holder who is an individual, is his or her social security number.
If the Company is not provided with the correct TIN, the holder may be subject
to a $50 penalty imposed by Internal Revenue Service. (If withholding results in
an over-payment of taxes, a refund may be obtained.) Certain holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Old Notes are registered in more than one name or are not in the name of
the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligation regarding backup
withholding.
8. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance of tendered Old Notes and
withdrawal of tendered Old Notes will be determined by the Company, in its sole
discretion, which determination will be final and binding. The Company reserves
the absolute right to reject any and all Old Notes not properly tendered or any
Old Notes, the Company's acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
defects or irregularities in or conditions of tenders of Old Notes. The
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) by the Company shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old Notes,
but shall not incur any liability for failure to give such notification.
9. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive or modify specified conditions in the Exchange Offer in the case of any
tendered Old Notes.
10. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Old Notes on transmittal of this Letter of Transmittal will
be accepted.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
12. ACCEPTANCES OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF
OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue New Notes therefor as soon
as practicable thereafter. For purposes of the Exchange Offer, the Company shall
be deemed to have accepted tendered Old Notes when, as and if the Company has
given written or oral notice thereof to the Exchange Agent. If any tendered Old
Notes are not exchanged pursuant to the Exchange Offer for any reason, such
unexchanged Old Notes will be credited to the undersigned's account at the
Book-Entry Transfer Facility designated above or at a different address as may
be indicated under "Special Delivery Instructions."
13. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
PAYER'S NAME:
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND OR
DATING BELOW. Employer Identification Number
DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
INTERNAL REVENUE SERVICE PAYER'S (1) The number shown on this form is my correct Taxpayer Identification Number
REQUEST FOR TAXPAYER (or I am waiting for a number to be issued for me) and
IDENTIFICATION NUMBER ("TIN") (2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) 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 CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE
OF UNDER REPORTING 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 ARE NO LONGER SUBJECT TO
BACKUP WITHHOLDING, DO NOT CROSS OUT SUCH ITEM (2).
PART 3 / / Check this box if you have not been issued a TIN and have applied for
one or intend to apply for one in the near future.
SIGNATURE ___________________________________________ Date: ____________ , 199_
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty (60) days 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature: ____________________________________________ Date: _________ , 199_
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
- --------------------------------------------- ---------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF--
- --------------------------------------------- ---------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if
combined funds, any one of the individuals(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)
account (grantor is also trustee)
(b) So-called trust account that is not a The actual owner(1)
legal or valid trust under State law
5. Sole proprietorship account The owner(3)
- --------------------------------------------- ---------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF--
- --------------------------------------------- ---------------------------------------------
6. A valid trust, estate, or pension trust The legal entity (Do not furnish the
identifying number of the personal
representative or trustee unless the legal
entity itself is not designated in the
account title.)(4)
7. Corporate account The corporation
8. Religious, charitable, or educational The organization
organization account
9. Partnership
10. Association, club or other tax-exempt The partnership
organization
11. A broker or registered nominee The organization
12. Account with the Department of The broker or nominee
Agriculture in the name of a public The public entity
entity (such as a State or local
government, school district, or prison)
that receives agricultural program
payments
- ------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. You may also enter your business name. You may
use your Social Security Number of Employer Identification Number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on broker transactions
include the following:
-A corporation.
-A financial institution.
-An organization exempt from tax under section 501(a), or an individual
retirement plan.
-The United States or any agency or instrumentality thereof.
-A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
-A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
-An international organization or any agency, or instrumentality thereof.
-A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
-A real estate investment trust.
-A common trust fund operated by a bank under section 584(a).
-An entity registered at all times under the Investment Company Act of 1940.
-A foreign central bank of issue.
Payments of dividends not generally subject to backup withholding include
the following:
-Payments to nonresident aliens subject to withholding under section 1441.
-Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
-Payments of patronage dividends where the amount received is not paid in
money.
-Payments made by certain foreign organizations.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.