LETTER OF TRANSMITTAL
To Tender Money Market Cumulative Preferred Shares,
Par Value $0.01 per Share
of
First Trust/Four Corners Senior Floating Rate Income Fund
Pursuant to the Offer to Purchase
dated June 16, 2009
The Offer and Withdrawal Rights expire at 5:00 P.M., Eastern time, on
Tuesday, July 14, 2009, unless the Offer is extended.
The Depositary for the Offer is:
Deutsche Bank Trust Company Americas
(800)735-7777 (toll free)
By First Class Mail, By Overnight Courier, By Hand:
By Registered Certified
or Express Mail
By First Class Mail: or Overnight Courier: By Hand:
DB Services Tennessee, Inc. DB Services Tennessee, Inc. DB Services Tennessee, Inc.
P.O. Box 305050 648 Grassmere Park Road 648 Grassmere Park Road
Nashville, Tennessee 37211 Nashville, Tennessee37211 Nashville, Tennessee 37211
Attn: Reorganization Unit Attn: Reorganization Unit Attn: Reorganization Unit
By Facsimile Transmission or Email:
By Facsimile Transmission: By Email:
(615) 866-3889 DB.Reorg@db.com
The Information Agent for the Offer is:
The Altman Group, Inc.
(212) 400-2605
60 East 42nd Street, Suite 916
New York, New York 10165
This Letter of Transmittal must be delivered to the Depositary.
Delivery of this Letter of Transmittal to an address other than as set forth
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.
This Letter of Transmittal is to be used if delivery of MMP Shares (as
defined below) is to be made by book-entry transfer to the Depositary's account
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in Section 4 of the Offer to Purchase, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized.
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Description of MMP Shares Tendered
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Name(s) and Address(es) of Registered Holder(s) Number of MMP Shares
(Please fill in, if blank) Tendered*
(Attach additional list
if necessary)
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---------------------------
---------------------------
---------------------------
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* Unless otherwise indicated, it will be assumed that all MMP Shares held in
the name(s) of the registered holder(s) will be tendered.
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If you wish to tender all or any part of your outstanding Money Market
Cumulative Preferred Shares, par value $0.01 per share ("MMP Shares"), with a
liquidation preference of $25,000 per share, you should either:
o complete and sign this Letter of Transmittal (or a facsimile
hereof) in accordance with the instructions hereto and either
deliver it with any required signature guarantee and any
other required documents to Deutsche Bank Trust Company
Americas (the "Depositary") or tender your MMP Shares
pursuant to the procedure for book-entry tender set forth in
Section 4 of the Offer to Purchase; or
o request a broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for you. If your MMP
Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee you should
contact such person if you desire to tender your MMP Shares.
If you desire to tender MMP Shares and you cannot comply with the
procedure for book-entry transfer or your other required documents cannot be
delivered to the Depositary, in any case, by the expiration of the Offer, you
must tender such MMP Shares pursuant to the guaranteed delivery procedure set
forth in Section 4 of the Offer to Purchase.
Questions and requests for assistance or for additional copies of this
Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed
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Delivery may be directed to The Altman Group, Inc. at its address and telephone
number set forth on the first page of this Letter of Transmittal.
-3-
Method of Tender
Note: Signatures Must be Provided Below.
Please Read Accompanying Instructions Carefully.
[ ] Check here if Tendered MMP Shares are being delivered by Book-Entry
Transfer to the Depositary's Account at the Book-Entry Transfer
Facility and complete the following:
Name of Tendering Institution __________________________________________________
Account Number _________________________________________________________________
Transaction Code Number ________________________________________________________
[ ] Check here if Tendered MMP Shares are being delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Depositary and
complete the following:
Name(s) of Tendering Shareholder(s) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution which Guaranteed Delivery __________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution __________________________________________________
Account Number _________________________________________________________________
Transaction Code Number ________________________________________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to First Trust/Four Corners Senior
Floating Rate Income Fund (the "Fund"), a Massachusetts business trust, the
above-described outstanding Money Market Cumulative Preferred Shares, par value
$0.01 per share ("MMP Shares"), with a liquidation preference of $25,000 per
share, pursuant to the Fund's offer to purchase for cash up to 100% of its
outstanding MMP Shares, upon the terms and subject to the conditions set forth
in the Fund's Offer to Purchase dated June 16, 2009, receipt of which is hereby
acknowledged, and this Letter of Transmittal (which together constitute the
"Offer"). The price to be paid for the MMP Shares is an amount per share, net to
the seller in cash, equal to 95% of the liquidation preference of $25,000 per
share (or $23,750 per share) plus any unpaid accrued dividends to July 14, 2009
(the "Expiration Date").
Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the MMP Shares tendered herewith,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
the Fund all right, title and interest in and to all the MMP Shares that are
being tendered hereby and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such MMP Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(i) transfer ownership of such MMP Shares on the account
books maintained by the Book-Entry Transfer Facility with all
accompanying evidences of transfer and authenticity, to or upon the
order of the Fund;
(ii) present such MMP Shares for transfer on the Fund's books; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such MMP Shares, subject to the next paragraph,
all in accordance with the terms of the Offer.
The undersigned hereby covenants, represents and warrants to the Fund
that:
(i) the undersigned has full power and authority to tender,
sell, assign and transfer the MMP Shares tendered hereby and that when
and to the extent the same are accepted for payment by the Fund, the
Fund will acquire good, marketable and unencumbered title thereto, free
and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer of the MMP Shares and not subject to
any adverse claims;
(ii) the undersigned understands that tenders of MMP Shares
pursuant to any of the procedures described in Section 4 of the Offer
to Purchase and in the instructions to this Letter of Transmittal will
constitute the undersigned's acceptance of the terms and conditions of
the Offer, including the undersigned's representation and warranty that
(a) the undersigned has a "net long position," within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
-5-
amended ("Rule 14e-4"), in the MMP Shares or equivalent securities at
least equal to the MMP Shares being tendered, and (b) the tender of MMP
Shares complies with Rule 14e-4;
(iii) the undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Fund to be
necessary or desirable to complete the sale, assignment and transfer of
the MMP Shares tendered hereby; and
(iv) the undersigned has read, understands and agrees to all
the terms of the Offer.
All authority herein conferred or agreed to be conferred by 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,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy and legal representatives of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The purchase price of the MMP Shares will be as set forth in the Offer
to Purchase. All MMP Shares validly tendered on or before the expiration date
and not properly withdrawn will be purchased, subject to the conditions of the
Offer. If any tendered MMP Shares are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason, such MMP Shares will be
returned without expense to the shareholder in accordance with Section 3 of the
Offer to Purchase.
The undersigned understands that tenders of MMP Shares pursuant to any
one of the procedures described in Section 4 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Fund upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that under no circumstances will the Fund pay interest
on the purchase price, including, without limitation, by reason of any delay in
making payment.
The undersigned recognizes that under the circumstances set forth in
the Offer to Purchase, the Fund may terminate or amend the Offer; may postpone
the acceptance for payment of, or the payment for, MMP Shares tendered; or may
accept for payment fewer than all of the MMP Shares tendered.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any MMP Shares purchased, and credit
to the account at the Book-Entry Transfer Facility any MMP Shares not tendered
or not purchased. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of the MMP Shares
purchased and issue a confirmation for any MMP Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). If both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the purchase price of any MMP Shares purchased and return any MMP
Shares not tendered or not purchased in the name(s) of, and mail said check to,
the person(s) so indicated. The undersigned recognizes that the Fund has no
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obligation, pursuant to the "Special Payment Instructions," to transfer any MMP
Shares from the name of the registered holder(s) thereof if the Fund does not
accept for payment any of the MMP Shares so tendered.
-7-
- --------------------------------- -----------------------------------
Special Payment Instructions Special Delivery Instructions
(See Instructions 6 and 7) (See Instructions 6 and 7)
To be completed ONLY if To be completed ONLY if
the check for the the check for the
purchase price of MMP purchase price of MMP
Shares purchased (less Shares purchased (less
the amount of any the amount of any
federal income and federal income and
backup withholding tax backup withholding tax
required to be required to be
withheld) is to be withheld) is to be
issued to the order of, mailed to an address
someone other than the different from that
person or persons whose shown in the box titled
signature(s) appears "Description of MMP
within this Letter of Shares Tendered" within
Transmittal. this Letter of
Transmittal.
Mail: [ ] check Mail: [ ] check
Advice to: Advice to:
Name: ______________________________ Name: ______________________________
(Please Print) (Please Print)
Address: ___________________________ Address: ___________________________
____________________________________ ____________________________________
Zip Code Zip Code
____________________________________ ____________________________________
(Social Security or (Social Security or
Taxpayer Identification No.) Taxpayer Identification No.)
- ------------------------------------ ------------------------------------
-8-
-------------------------------------------------------------------------------
Sign Here
(Please complete and return the Substitute Form W-9 below)
_______________________________________________________________________________
_______________________________________________________________________________
(Signature(s) of Owners)
Dated: _________________________________________
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title)___________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number__________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on a
security position listing or by person(s) authorized to become registered
holder(s) by certificate(s) and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in
a fiduciary or representative capacity, please set forth full title and see
Instruction 4.)
Guarantee Of Signature(s)
(See Instructions 1 and 4)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
(Please Type or Print)
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:____________________________________________________
Dated:__________________________________________________________________________
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-9-
- ---------------------------- -------------------------------------------------- ----------------------------------
Substitute Form W-9 Part I-- Taxpayer Identification Social Security Number
Department of the No.--For All Accounts. OR
Treasury Internal Employee Identification Number
Revenue Service
__________________________
Payer's Request for
Taxpayer
Identification No.
-------------------------------------------------- ----------------------------------
Enter your taxpayer identification number in the
appropriate box. For most individuals and sole Part II
proprietors, this is your Social Security
Number. For other entities, it is your Employer For Payees Exempt From
Identification Number. If you do not have a Backup Payer's Request for
number, see "How to Obtain a TIN" in the Withholding (see enclosed
enclosed Guidelines. Note: If the account is Guidelines)
in more than one name, see the chart on page 2
of the enclosed Guidelines to determine what
number to enter.
- ------------------------------------------------------------------------------------------------------------------
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 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 Administration 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 within (60) days, 28% of all
reportable payments made to me thereafter will be withheld until I
provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, (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;
(3) I am a U.S. Person (or resident alien); and
(4) Any information provided on this form is true, correct and complete.
(Please cross out certification two 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.)
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Signature: ____________________________________________________________________
Dated ________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES
AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
-10-
Instructions
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer Agents
Medallion Program (STAMP), or any other "eligible guarantor institution" (as
such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended) (each an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed if (i)(a) this Letter of Transmittal is
signed by the registered holder(s) of the MMP Shares (which term, for purposes
of this document, shall include any participant in the Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of MMP
Shares) tendered herewith exactly as the name of such holder(s) appears on the
appropriate account maintained by such participant within the Book-Entry
Transfer Facility, (b) payment and delivery are to be made directly to such
holder(s) and (c) such holder(s) have not completed the instruction entitled
"Special Payment Instructions" on this Letter of Transmittal or (ii) such MMP
Shares are tendered for the account of an Eligible Institution. See Instruction
4.
2. Delivery of Letter of Transmittal and MMP Shares. This Letter of
Transmittal is to be used if, unless an Agent's Message (as defined in the Offer
to Purchase) is utilized, delivery of MMP Shares is to be made by book-entry
transfer pursuant to the procedures set forth in Section 4 of the Offer to
Purchase. A confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all MMP Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or in
the case of a book-entry transfer, an Agent's Message) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth on the front page of this Letter of Transmittal
by the Expiration Date (as defined in the Offer to Purchase). Shareholders who
cannot deliver all other documents to the Depositary by the Expiration Date must
tender their MMP Shares pursuant to the guaranteed delivery procedure set forth
in Section 4 of the Offer to Purchase. Pursuant to such procedure: (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 provided by the Fund must be received by the Depositary by the Expiration
Date and (iii) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantee or an Agent's Message
and any other documents required by the Letter of Transmittal and, for MMP
Shares held in street name, confirmation of a book-entry transfer of such MMP
Shares into the Depositary's account at the Book-Entry Transfer Facility, are
received by the Depositary within three New York Stock Exchange trading days
after the date of execution of the Notice of Guaranteed Delivery, all as
provided in Section 4 of the Offer to Purchase.
The method of delivery of all documents, this Letter of Transmittal and
any other required documents, is at the option and risk of the tendering
shareholder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
-11-
No alternative, conditional or contingent tenders will be accepted, and
no fractional MMP Shares will be purchased. By executing this Letter of
Transmittal, the tendering shareholder waives any right to receive any notice of
the acceptance for payment of the MMP Shares.
If the space provided in the box captioned "Description of MMP Shares
Tendered" above is inadequate, the number of MMP Shares should be listed on a
separate signed schedule and attached to this Letter of Transmittal.
3. Partial Tenders. If any tendered MMP Shares are not accepted for
payment pursuant to the terms and conditions of the Offer for any reason, or if
any tendered MMP Shares are not accepted because of an invalid tender, or if any
tendered MMP Shares are properly withdrawn, MMP Shares delivered in accordance
with the procedure for book-entry transfer (as described in Section 4 of the
Offer to Purchase) will be credited to the appropriate account maintained within
the book-entry transfer facility.
4. Signatures on Letter of Transmittal; Share Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the MMP
Shares tendered hereby, the signature(s) must correspond with the name(s) as it
appears on the appropriate account maintained within the book-entry transfer
facility.
If any of the MMP Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the MMP Shares tendered hereby are registered in different
names on different accounts maintained within the book-entry transfer facility,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different accounts.
If this Letter of Transmittal is signed by the registered holder(s) of
the MMP Shares tendered hereby, no separate share powers are required unless
payment of the purchase price is to be made, or MMP Shares not tendered or not
purchased are to be returned, in the name of any person other than the
registered holder(s). Signatures on any such share powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the MMP Shares tendered hereby, the Letter of
Transmittal must be accompanied by appropriate share powers, signed exactly as
the name(s) of the registered holder(s) appear(s) on the appropriate account
maintained by a participant within the Book-Entry Transfer Facility.
Signature(s) on any such share powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any share 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 Fund of the authority of such person so to act must be submitted.
5. Share Transfer Taxes. The Fund will pay any share transfer taxes
with respect to the sale and transfer of any MMP Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
-12-
to, or MMP Shares not tendered or not purchased are to be returned in the name
of, any person other than the registered holder(s), or if a transfer tax is
imposed for any reason other than the sale or transfer of MMP Shares to the Fund
pursuant to the Offer, then the amount of any share transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted herewith.
6. Special Payment and Delivery Instructions. If the check for the
purchase price of any MMP Shares purchased is to be issued, or any MMP Shares
not tendered or not purchased are to be returned, in the name of a person other
than the person(s) signing this Letter of Transmittal, the appropriate boxes on
this Letter of Transmittal should be completed. Shareholders tendering MMP
Shares by book-entry transfer may request that MMP Shares not purchased be
credited to such account at the Book-Entry Transfer Facility as such shareholder
may designate under "Special Payment Instructions." If no such instructions are
given, any such MMP Shares not purchased will be returned by crediting the
account at the Book-Entry Transfer Facilities designated above.
7. Substitute Form W-9. Under the federal income tax laws, the
Depositary will be required to withhold 28% of the amount of any payments made
to certain shareholders pursuant to the Offer. In order to avoid such backup
withholding, each tendering shareholder, and, if applicable, each other payee,
must provide the Depositary with such shareholder's or payee's correct taxpayer
identification number and certify that such shareholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
shareholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain shareholders or payees (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order to satisfy the Depositary that
a foreign individual qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Depositary.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if MMP Shares are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
MMP Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 28% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the 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 provided that the required information is furnished to
the Internal Revenue Service. Note: Failure to complete and return the
Substitute Form W-9 may result in IRS penalties and backup withholding of 28% of
-13-
any payments made to you pursuant to the Offer. Please review the enclosed
guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional details.
8. Waiver of Conditions. Subject to the Offer to Purchase, the
conditions of the Offer may be waived, in whole or in part, by the Fund, at any
time and from time to time, in the case of any MMP Shares tendered.
9. Irregularities. The Fund will determine, in its sole discretion,
all questions as to the number of MMP Shares to be accepted, and the validity,
form, eligibility, including time of receipt, and acceptance for payment of any
tender of MMP Shares. The Fund's determination will be final and binding on all
parties. The Fund reserves the absolute right to reject any or all tenders it
determines not to be in proper form or the acceptance of or payment for which it
determines may be unlawful. The Fund also reserves the absolute right to waive
any defect or irregularity in the tender of any particular MMP Shares or any
particular shareholder. No tender of MMP Shares will be deemed to be properly
made until all defects or irregularities have been cured by the tendering
shareholder or waived by the Fund. None of the Fund, the Depositary, the
Information Agent, or any other person will be under any duty to give notice of
any defects or irregularities in any tender, or incur any liability for failure
to give any such notice. The Fund's interpretation of the terms of and
conditions to the Offer, including this Letter of Transmittal and the
instructions thereto, will be final and binding. By tendering MMP Shares to the
Fund, you agree to accept all decisions the Fund makes concerning these matters
and waive any right you might otherwise have to challenge those decisions.
* * * * *
Any questions and requests for assistance may be directed to the
Information Agent at its addresses and telephone number set forth on the first
page of this Letter of Transmittal. Additional copies of the Offer to Purchase,
the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained
from the Information Agent at its addresses and telephone number set forth on
the first page of this Letter of Transmittal. Shareholders may also contact
their broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
-14-
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
Guidelines for Determining the Proper Identification Number for the
Payee (You) to Give the Payer. Social Security numbers have nine digits
separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have
nine digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
- ----------------------------------------------------------------------- ----------------------------------------------
Give the
Social Security
For this type of account: number of--
- ----------------------------------------------------------------------- ----------------------------------------------
1. The 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 The minor(2)
(Uniform Transfers/Gift to Minors Act)
4. (a) The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
(b) So-called trust account that is not a legal or The actual owner(1)
valid trust under State law
5. Sole proprietorship or single-owner limited The owner(3)
liability company ("LLC")
- ----------------------------------------------------------------------- ----------------------------------------------
Employer
Identification
For this type of account: number of--
- ----------------------------------------------------------------------- ----------------------------------------------
6. A valid trust, estate, or pension trust The legal entity(4)
7. Corporation or entity selecting corporate status on The corporation or entity
IRS Form 8832
8. Religious, charitable, or educational organization or The organization
association, club or other tax-exempt organization
9. Partnership or multi-member LLC The partnership or LLC
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture in the name of a The public entity
public entity (such as a State or local government, school
district, or prison) that receives agricultural program
payments
______________________________________
<FN>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number or your employer identification number (if you have one). If you
are a sole proprietor, the IRS encourages you to use your social security
number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
</FN>
(Do not furnish the taxpayer identification 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.
-15-
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
Obtaining a Number
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) Tax-Form, and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on all reportable payments
include the following:
o An organization exempt from tax under section 501(a), an individual
retirement account (IRA), or a custodial account under Section
403(b)(7), if the account satisfies the requirements of Section
401(f)(2).
o The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or
wholly-owned agency or instrumentality of any one or more of the
foregoing.
o An international organization or any agency or instrumentality thereof.
o A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be specifically exempted from backup withholding include the
following:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An entity registered at all times during the taxable year under the
Investment Company Act of 1940, as amended.
o A middleman known in the investment community as a nominee or
custodian.
o A futures commission merchant registered with the Commodity Futures
Trading Commission.
o A foreign central bank of issue.
o A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
o Payments to nonresident aliens subject to withholding under
Section 1441.
o Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
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 you have not provided your correct taxpayer identification number
to the payer.
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 to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.
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EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A 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 FORM, AND
RETURN TO THE PAYER. ALSO SIGN AND DATE THE FORM.
Privacy Act Notice.--Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% 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) 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 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.
(4) Misuse of Taxpayer Identification Number.-- If the requester
disclosure or uses taxpayer identification numbers in violation of federal law,
the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
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