EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
OFFER OF RIGHTS TO PURCHASE SHARES OF COMMON STOCK
OF
OMEGA HEALTHCARE INVESTORS, INC.
PURSUANT TO THE PROSPECTUS DATED JANUARY 22, 2002
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THE SUBSCRIPTION OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON
FEBRUARY 11, 2002, UNLESS EXTENDED. THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS
MAY NOT BE REVOKED BY YOU FOR ANY REASON.
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THE SUBSCRIPTION AGENT FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
BY MAIL: BY HAND: BY OVERNIGHT
EquiServe Trust EquiServe Trust DELIVERY:
Company, N.A Company, N.A. EquiServe Trust
P.O. Box 43025 c/o Securities Company, N.A.
Providence, RI Transfer and 40 Xxxxxxxxxx Drive
02940-3025 Reporting Xxxxxxxxx, XX 00000
Services, Inc.
000 Xxxxxxx
Xxxxxx--Xxxxxxxx
Xxx Xxxx, XX 00000
Pursuant to the prospectus dated January 22, 2002, we are offering the
holders of shares of our common stock as of the close of business on
January 22, 2002 the nontransferable right to subscribe for and purchase one
additional share of common stock for each right at a subscription price of $2.92
per share. You are entitled to one right for every 2.15 shares of common stock
that you held on the record date. We will not issue fractional shares of common
stock and we will not pay cash to you in place of rights. To the extent you
would otherwise be entitled to fractional rights, the number of rights
distributed to you has been rounded up to the nearest whole right.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS, THE TERMS AND CONDITIONS OF WHICH ARE
INCORPORATED INTO THIS
SUBSCRIPTION AGREEMENT BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM XXXXXXXXX SHAREHOLDER COMMUNICATIONS,
INC. AT (000) 000-0000 FOR BANKS AND BROKERS AND (000) 000-0000 FOR ALL OTHERS.
To subscribe for the common stock, you should complete and sign this
subscription agreement and forward it, together with payment in full in an
amount equal to the number of shares of common stock subscribed for multiplied
by $2.92, to the subscription agent by one of the methods and to the address set
forth above, prior to the expiration date, which is 5:00 p.m. New York City time
on February 14, 2002. Any rights not exercised prior to the expiration date will
expire and have no value. You cannot sell, trade or otherwise transfer the
rights for any reason and, once you exercise your rights you may not revoke or
change that exercise. DELIVERY OF THE
SUBSCRIPTION AGREEMENT AND/OR PAYMENT TO
AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS
SUBSCRIPTION AGREEMENT SHOULD BE READ
CAREFULLY BEFORE THIS
SUBSCRIPTION AGREEMENT IS COMPLETED.
To exercise your rights, you should complete the following chart (See
Instructions 1, 5, 6 and 7):
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AGGREGATE
NUMBER OF SHARES SUBSCRIPTION PRICE
OF COMMON STOCK NUMBER OF SHARES FOR SHARES OF
NAME(S) AND ADDRESS(ES) OWNED ON THE OF COMMON STOCK COMMON STOCK
OF SHAREHOLDER(S) RECORD DATE SUBSCRIBED FOR* SUBSCRIBED FOR**
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* To determine the maximum number of shares of common stock for which you are eligible to subscribe for,
divide the number of shares you owned on January 22, 2002 by 2.15 and round up to the nearest whole number.
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** Determined by multiplying the number of shares of common stock subscribed for by $2.92.
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Please indicate form of payment (See Instruction 3):
- a personal check, which must have timely cleared payment; or
- a certified or cashier's check or bank draft drawn upon a U.S. bank or a
U.S. postal money order.
If you do not specify the number of rights being exercised in your
subscription
agreement, or do not forward sufficient payment to pay for the number of rights
that you indicate are being exercised, then we will accept the subscription
forms and payment only for the maximum number of rights that may be exercised
based on the actual amount of the payment received. If your payment exceeds the
aggregate subscription price for the number of common shares indicated on your
subscription agreement or the maximum number of common shares for which you are
eligible to subscribe, your payment will be applied to the maximum number of
common shares for which you are eligible to subscribe. We will return any
payment not applied to the purchase of shares under the rights offering
procedures to those who made these payments as soon as practicable by mail.
Interest will not be payable on amounts refunded.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
Ladies and Gentlemen:
The undersigned hereby irrevocably subscribes for the number of shares of
common stock indicated above at a purchase price of $2.92 per share of common
stock, on the terms and conditions set forth in the prospectus, the receipt of
which is hereby acknowledged, and in this
subscription agreement. The
undersigned will, upon request, execute and deliver to the subscription agent
any additional documents deemed by the subscription agent to be necessary or
desirable to complete the subscription.
The undersigned represents and warrants that the undersigned was the
stockholder of record of the shares of common stock to which the rights being
exercised relate as of the close of business on January 22, 2002 and at all
times from that date through and including the date of exercise.
The rights offering is subject to a number of conditions, as described in
the prospectus. Pending satisfaction of the conditions and expiration of the
subscription period, subscription and related payments will be held in escrow.
If the conditions are not satisfied on or before expiration of the subscription
period, Omega will terminate the rights offering and any amounts held in escrow
will be returned to you, without interest.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives and successors of the undersigned. The undersigned may
not transfer or assign, including by gift, any rights under the rights offering
or this
subscription agreement.
THE RIGHTS ARE NONTRANSFERABLE, EVEN BY GIFT. HOWEVER, RIGHTS MAY BE
TRANSFERRED BY WILL, DEVISE OR OPERATION OF LAW IN THE CASE OF DEATH,
DISSOLUTION, LIQUIDATION, OR BANKRUPTCY OF THE HOLDER OR PURSUANT TO AN ORDER OF
AN APPROPRIATE COURT. THE UNDERSIGNED ACKNOWLEDGES THAT THE EXERCISE OF RIGHTS
IS IRREVOCABLE EVEN IF THE UNDERSIGNED LATER LEARNS INFORMATION ABOUT OMEGA THE
UNDERSIGNED CONSIDERS TO BE UNFAVORABLE.
Unless otherwise indicated below under "Special Issuance Instructions" or
"Special Delivery Instructions," please issue a share certificate evidencing the
number of shares of common stock subscribed for in the name(s) of the
undersigned and mail the share certificate to the address indicated in the table
above. If "Special Issuance Instructions" or "Special Delivery Instructions" is
completed, please issue the share certificate and/or mail the share certificate
to the person(s) so indicated.
The undersigned recognizes that, under certain circumstances described in
the prospectus, Omega may terminate or amend the rights offering or expiration
of the subscription period. In addition, if the conditions to the closing of
rights offering have not been satisfied on or before expiration of the
subscription period, Omega will terminate the rights offering. Pending
satisfaction of the closing conditions and expiration of the subscription
period, the undersigned acknowledges and agrees that all subscriptions and
payments of the purchase price will be held in escrow by EquiServe Trust
Company, N.A., the subscription agent. In the event the rights offering is
canceled or terminated, Omega will return any subscription price paid, without
interest, to the undersigned at the address indicated in the table above.
The undersigned understands that all questions concerning the timeliness,
validity, form and eligibility of any exercise of rights will be determined by
Omega and will be final and binding. Omega may waive any defect or irregularity,
or permit a defect or irregularity to be corrected within an amount of time as
it may determine, or reject the purported exercise of any right by reason of any
defect or irregularity in the exercise. Subscriptions will not be deemed to have
been received or accepted until all irregularities have been waived or cured
within such time as Omega determines in its reasonable discretion. Neither Omega
nor the subscription agent will be under any duty to give notification of any
defect or irregularity in connection with the submission of the subscription
agreement or incur any liability for failure to give such notification.
The undersigned understands and acknowledges that Omega will rely on the
representations, warranties, agreements and information provided in this
subscription agreement by the undersigned when issuing the shares of common
stock pursuant to the exercise of the subscription rights by the undersigned.
All information contained in this subscription agreement with respect to the
undersigned shall be true, accurate and complete on the date hereof and on the
date that Omega accepts this subscription agreement. The undersigned shall
indemnify and hold harmless Omega and its directors, officers, employees and
agents from and against all claims, losses, damages and liabilities, including
without limitation reasonable attorneys' fees and costs, resulting from or
arising out of any misrepresentation or any inaccuracy in or breach of any
statement or provision contained in this subscription agreement.
This subscription agreement shall be construed in accordance with and
governed by the laws of the State of Maryland, without regard to its choice of
law principles.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 9 AND 10)
To be completed only if the share certificate representing the shares of
common stock subscribed for is to be issued in the name of someone other
than the undersigned. Issue certificate to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 9 AND 10)
To be completed only if the share certificate representing the shares of
common stock subscribed for is to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown in the
table above. Mail certificate to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
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/ / Check here if shares of Omega common stock will be delivered via book-entry
transfer to the Subscription Agent's account at the Depository Trust Company.
(FIRM--PLEASE PRINT)
(AUTHORIZED SIGNATURE)
(ADDRESS)
(DAYTIME AREA CODE AND
TELEPHONE NUMBER)
(DATED)
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PLEASE SIGN HERE
(See Instructions 5, 6 and 7)
X
X
Signature(s) of Shareholder(s) Date
Telephone Number: ()
If signed by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth the following information:
Name(s):
(Please type or print)
Capacity:
Address:
(Include Zip Code)
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 10)
Certain signatures must be guaranteed by an eligible institution.
Name of Firm
Authorized Signature
Dated , 2002
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NOTE: THE FOLLOWING MUST BE COMPLETED AND SIGNED IF THE UNDERSIGNED IS A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE STOCKHOLDER THAT
HELD SHARES OF OMEGA COMMON STOCK ON THE RECORD DATE FOR MORE THAN ONE
BENEFICIAL STOCKHOLDER. SEE INSTRUCTION 6.
NOMINEE SHAREHOLDER CERTIFICATION
The undersigned is a broker, dealer, commercial bank, trust company or other
nominee which held Omega common stock of record on January 22, 2002 for the
account of more than one beneficial owner. The undersigned hereby certifies to
Omega and EquiServe, as subscription agent, that:
- the undersigned has subscribed for, on behalf of beneficial owners of
shares of Omega common stock, which may include the undersigned, the total
number of shares of Omega common stock specified below pursuant to the
exercise of rights,
- the undersigned held on the record date, and all times from the record
date through and including the date of exercise, the aggregate number of
shares of Omega common stock specified below for each beneficial owner
(indicated below by number without identifying any such beneficial owner)
on whose behalf it has subscribed for shares of Omega common stock; and
- the undersigned has subscribed for the aggregate number of shares of Omega
common stock specified below on behalf of each such beneficial owner.
ATTACH ADDITIONAL LISTS AS NECESSARY
AGGREGATE NUMBER OF SHARES OF
COMMON STOCK HELD ON BEHALF OF SUCH
BENEFICIAL OWNER ON THE RECORD DATE AND AT AGGREGATE NUMBER OF SHARES OF COMMON
BENEFICIAL ALL TIMES BETWEEN THE RECORD DATE AND STOCK SUBSCRIBED FOR
OWNER NUMBER THE EXERCISE DATE ON BEHALF OF SUCH BENEFICIAL OWNER
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1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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TOTAL: TOTAL:
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PLEASE SIGN AND DATE HERE:
Name of Nominee Shareholder Dated:
By:
Name:
Title:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
1. GENERAL. For rights to be validly exercised, a properly completed and
duly executed subscription agreement (or facsimile thereof), payment in full of
the subscription price for each share of common stock subscribed for and any
other required documents must be received by the subscription agent prior to
expiration of the subscription period (as set forth in the prospectus and as
extended from time to time by Omega). Once you have exercised your subscription
right, your exercise may not be revoked.
2. CALCULATION OF RIGHTS. To determine the maximum number of shares for
which you are eligible to subscribe for, divide the number of shares you owned
on January 22, 2002 by 2.15 and round up to the nearest whole number.
3. METHOD OF PAYMENT OF SUBSCRIPTION PRICE. Payment of the subscription
price must be by:
- a personal check, which must have timely cleared payment; or
- a certified or cashier's check or bank draft drawn upon a U.S. bank or a
U.S. postal money order.
The subscription price will be deemed to have been received by the
subscription agent only upon (i) clearance of any uncertified check, or
(ii) receipt by the subscription agent of any certified check or bank draft
drawn upon a U.S. bank or of any money order. IF PAYING BY UNCERTIFIED PERSONAL
CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS
DAYS TO CLEAR. Accordingly, if you wish to pay the subscription price by means
of uncertified personal check, you are urged to make payment sufficiently in
advance of the expiration date to ensure that such payment is received and
clears by 5:00 p.m., New York City time, on the expiration date and are urged to
consider payment by means of certified or cashier's check or money order or wire
transfer of funds.
4. METHOD OF DELIVERY. This subscription agreement, together with payment in
full of the subscription price for each share of common sock subscribed for
pursuant to the exercise of rights, should be delivered by mail or otherwise to
the subscription agent at its address set forth on the cover of this
subscription agreement. Delivery of the subscription agreement and/or payment to
an address other than as set forth on the front cover of this subscription
agreement will not constitute valid delivery PLEASE DO NOT SEND THIS
SUBSCRIPTION AGREEMENT OR PAYMENT OF THE SUBSCRIPTION PRICE DIRECTLY TO OMEGA.
The method of delivery of the subscription agreement and payment of the
subscription price to the subscription agent will be at your election and risk,
but if sent by mail it is recommended that the subscription agreement and such
payment be sent by registered mail, with return receipt requested, and that a
sufficient number of days be allowed to ensure delivery to the subscription
agent and clearance of payment prior to 5:00 p.m., New York City time, on the
expiration date.
5. SIGNATURE(S). Each of the signatures on this subscription agreement must
be that of the eligible stockholder of record. If any common shares were held of
record on the record date by two or more persons, all such persons must sign
this subscription agreement. If this subscription agreement is signed by a
trustee, executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to Omega and the subscription agent of
the authority of such person to so act must be submitted with this subscription
agreement.
6. COMMON STOCK HELD BY NOMINEES. Only holders of record of common stock on
the record date may exercise the subscription right. Therefore, eligible
stockholders, such as brokers, dealers, commercial banks, and trust companies,
that on the record date held shares of common stock for the account of others,
should notify the respective beneficial owners of such shares of common stock as
soon as possible to ascertain such beneficial owners' intentions and to obtain
instructions with respect to the subscription right. Beneficial owners of shares
of common stock held through such a nominee holder on the record date should
contact the eligible stockholder and request the eligible stockholder to effect
transactions in accordance with the beneficial owner's instructions. If the
beneficial owner so instructs, the eligible stockholder should complete a
subscription agreement and submit it, together with the proper payment, to the
subscription agent. Each broker, dealer, commercial bank, trust company or other
nominee holder that held shares of common stock on the record date for more than
one beneficial owner must certify to Omega and the subscription agent:
- the total number of shares of common stock subscribed for by such nominee
on behalf of beneficial owners pursuant to the subscription right and that
the shares to which the rights being exercised relate have been held
continuously on behalf of such beneficial owner from the record date
through and including the exercise date;
- the aggregate number of shares of common stock held by it as of the record
date on behalf of each beneficial owner for which it has exercised the
subscription right, and
- the aggregate number of shares of common stock being subscribed for by it
on behalf of each such beneficial owner.
7. NO FRACTIONAL RIGHTS. No fractional rights to subscribe for shares of
common stock will be issued. The number of rights issued to a stockholder is
proportional to the number of shares of common stock held by such stockholder on
the record date. On the record date, eligible stockholders will receive a
dividend of one right for every 2.15 shares of common stock owned of record on
that date. If the number of shares of common stock held by a stockholder on the
record date would result in the receipt of fractional rights, the number of
rights distributed to such stockholder will be rounded up to the nearest whole
number. Each right is exercisable for one share of common stock. This means that
for every 2.15 shares of common stock held by an eligible stockholder on the
record date, such stockholder will have the right to purchase one additional
share of common stock.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of this subscription agreement should be
directed to Xxxxxxxxx Shareholder Communications, Inc. at (000) 000-0000 for
banks and brokers and (000) 000-0000 for all others.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. The rights are
nontransferable, even by gift. However, rights may be transferred by will,
devise or operation of law in the case of death, dissolution, liquidation, or
bankruptcy of the holder or pursuant to an order of an appropriate court. If the
shares of Common Stock purchased are to be issued in the name of or delivered to
a person other than the person(s) signing this subscription agreement or to an
address other than that shown above in the subscription chart due to a transfer
by will, devise or operation of law in the case of death, dissolution,
liquidation, or bankruptcy of the holder or pursuant to an order of an
appropriate court, then the boxes captioned "Special Issuance Instructions"
and/or "Special Delivery Instructions" on this subscription agreement should be
completed and written evidence establishing such transfer must be provided along
with this subscription agreement.
10. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this subscription agreement must be guaranteed by an eligible
institution. An eligible institution means a firm that is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program. Signatures on this subscription
agreement need not be guaranteed if:
- this subscription agreement is signed by the registered holder(s) of the
common stock (which term, for purposes of this document, shall include any
participant in one of the book-entry transfer facilities whose name
appears on a security position listing as the owner of common stock)
tendered herewith and such holder(s) have not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this subscription agreement; or
- this subscription agreement is submitted for the account of a member firm
of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.
11. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal income
tax laws, dividend payments that may be made by Omega on shares of common stock
issued upon the exercise of rights may be subject to backup withholding.
Generally such payments will be subject to backup withholding unless the
stockholder (i) is exempt from backup withholding or (ii) furnishes the
subscription agent with its Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided below, or a properly completed Form W-8 and
certifies that the number provided is correct and further certifies that such
stockholder is not subject to backup withholding as a result of a failure to
report all interest or dividend income. If backup withholding applies, Omega or
EquiServe, as the case may be, will be required to withhold 30% of any such
dividend payments made to a holder of common stock. Backup withholding is not an
additional tax. Rather, the amount of backup withholding is treated, like any
other withheld amounts, as an advance payment of the person's tax liability, and
the tax liability of persons 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.
Each stockholder that exercises rights and wants to avoid backup withholding
should provide EquiServe, as the subscription agent, with such stockholder's
correct TIN on a Substitute Form W-9 or Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the
stockholder exercising rights to a $50 penalty imposed by the Internal Revenue
Service and to a 30% federal income tax
backup withholding on any dividends or sales proceeds with respect to the shares
of common stock. The box in Part 2 of Substitute Form W-9 may be checked if the
stockholder exercising rights has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If the box in Part 2
is checked and the paying agent is not provided with a TIN by the time of any
payment, backup withholding tax of 30% on all payments thereafter will be
withheld until a TIN is provided.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements may be obtained from EquiServe. Exempt holders, while not required to
file Substitute Form W-9, should file Substitute Form W-9 to avoid possible
erroneous backup withholding. See the enclosed Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9 for additional
instructions.
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING
FORM W-9 BELOW. Social Security Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE OR
PAYER'S REQUEST FOR TAXPAYER Employer Identification Number
IDENTIFICATION NUMBER (TIN)
PART 2--Certification--Under penalties of perjury, I certify that: PART 3--Awaiting TIN
(1) The number shown on this form is my correct Taxpayer Identification Number (or / / Awaiting TIN
I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been notified
by the Internal Revenue Service ("IRS") that I am subject to backup
withholding as a result of failure to report all interest or dividends, or the
IRS has notified me that I am no longer subject to backup withholding.
Certificate Instructions--You must cross out item (2) in Part 2 above if you have been notified by the IRS that
you are 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 stating that you are no longer subject to backup withholding, do not cross out item
(2).
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE SUBSCRIPTION OFFERING.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2
OF THE SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of any payment in respect of the shares of Common Stock, 30% of all
payments of dividends made to me thereafter will be withheld until I provide a
number.
Signature _______________________________ Date ______________________________
