AUDIOVOX CORPORATION
Offer To Purchase For Cash
Any Or All Of Its Outstanding Warrants,
Each Exercisable At $7 1/8 Per Share
of Class A Common Stock
At
$1.30 Per Warrant
LETTER OF TRANSMITTAL
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 4, 1998 UNLESS THE OFFER IS EXTENDED.
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TO: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Facsimile Transmission: By Mail, Hand or Overnight For Information:
(000) 000-0000 Delivery: (000) 000-0000
Attn: Reorganization Continental Stock Transfer
Department & Trust Company
0 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
Any questions or requests for assistance or for additional copies of
the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery or any other materials relating to the Offer may be directed to
the Dealer Manager. Warrantholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning
the Offer.
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THE DEALER MANAGER FOR THE OFFER IS:
Ladenburg Xxxxxxxx & Co. Inc.
(000) 000-0000
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The undersigned acknowledges receipt of the Offer to Purchase, dated
August 10, 1998 (the "Offer to Purchase"), of Audiovox Corporation, a
Delaware corporation (the "Company"), and this Letter of Transmittal (which
together constitute the "Offer"), pursuant to which the Company is offering
to purchase all of its outstanding warrants (the "Warrants"), at a price,
net to the seller in cash, of $1.30 per Warrant. Each Warrant entitles the
holder thereof to purchase one share of Class A Common Stock, $.01 par
value per share, of the Company at the exercise price of $7 1/8 per share,
subject to adjustment, from the date of issuance until March 15, 2001,
unless sooner terminated under the circumstances described below.
THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION OR TO THE TENDER
OF A MINIMUM NUMBER OF WARRANTS PURSUANT TO THE OFFER. THE OFFER IS SUBJECT
TO ONLY THOSE CONDITIONS SET FORTH IN SECTION 8 OF THE OFFER TO PURCHASE.
UNDER THE TERMS OF THE WARRANTS, IF LESS THAN 5% OF THE WARRANTS
INITIALLY ISSUED REMAIN OUTSTANDING AT ANY TIME, THE COMPANY MAY ELECT, BY
WRITTEN NOTICE TO EACH HOLDER OF WARRANTS, THAT THE WARRANTS WILL EXPIRE ON
THE 30TH DAY AFTER DELIVERY OF SUCH NOTICE. THE COMPANY INTENDS TO MAKE
SUCH ELECTION IF MORE THAN 95% OF THE WARRANTS ARE TENDERED PURSUANT TO THE
OFFER.
Unless an Agent's Message is utilized (i.e., tenders of Warrants are
to be made by book-entry transfer to the Depositary), this Letter of
Transmittal must be used whether (a) Warrant certificates are to be
physically delivered herewith to Continental Stock Transfer & Trust
Company, as Depositary for the Offer (the "Depositary"), or (b) tenders are
to be made according to the guaranteed delivery procedures set forth in the
Offer to Purchase under "Section 5. Procedure for Tendering of Warrants."
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Offer to Purchase.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS CONTAINED HEREIN
Warrantholders who wish to tender their Warrants and whose Warrants
are not immediately available, who cannot deliver their Warrants and any
other documents required hereby prior to 12:00 midnight, New York City
time, on the Expiration Date, or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Warrants according
to the guaranteed delivery procedures set forth in the Offer to Purchase
under "Section 5. Procedure for Tendering of Warrants."
[ ] CHECK HERE IF TENDERED WARRANT CERTIFICATES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED WARRANT
CERTIFICATES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY:
Name(s) of Registered Holder(s):
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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution Which Guaranteed Delivery:
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List below the Warrants that are to be tendered pursuant to the Offer
to Purchase. If the space below is inadequate, list the certificate numbers
and principal amounts on a separate signed schedule and affix the list to
this Letter of Transmittal.
DESCRIPTION OF WARRANTS TENDERED
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NAME AND ADDRESS PLEASE FILL IN
OF REGISTERED HOLDER (A) NUMBERS AND AMOUNTS
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(1) (2) (3)
WARRANT AGGREGATE NUMBER OF
CERTIFICATE NUMBER OF WARRANTS
NUMBER WARRANTS TENDERED (B)
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TOTAL
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(A) Any beneficial owner whose Warrants are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender Warrants should contact such registered holder
promptly and instruct such registered holder to tender the Warrants on
his or her behalf. If such beneficial holder wishes to tender warrants
on his or her own behalf, such beneficial owner must, prior to
completing and executing this Letter of Transmittal and delivering
such holder's Warrant certificates, either make appropriate
arrangements to register ownership of the Warrants in such holder's
name or obtain a properly completed power from the registered holder.
THE TRANSFER OF RECORD OWNERSHIP OF THE WARRANTS MAY TAKE CONSIDERABLE
TIME AND, DEPENDING ON WHEN SUCH TRANSFER IS REQUESTED, MAY NOT BE
ACCOMPLISHED PRIOR TO THE EXPIRATION DATE.
(B) Unless otherwise indicated, it will be assumed that all Warrants
evidenced by each Warrant certificate delivered to the Depositary are
being tendered hereby.
Ladies and Gentlemen:
Subject to, and effective upon, acceptance for payment of the Warrants
tendered herewith, in accordance with the terms and subject to the
conditions set forth in the Offer to Purchase, the undersigned hereby
sells, assigns and transfers to the Company all right, title and interest
in the above-described Warrants that are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the
Warrants tendered hereby, and that when the same are accepted for purchase
by the Company, the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and
encumbrances and such Warrants shall not be subject to any adverse claims.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete
the purchase of the Warrants tendered hereby and constitutes and appoints
the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to the Warrants, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled
with an interest) to (a) present such Warrants for registration and
transfer on the books of the Company and (b) receive all benefits and
otherwise exercise all rights of beneficial ownership of the Warrants all
in accordance with the terms of the Offer.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy and legal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, the tender of Warrants submitted herewith is irrevocable.
The undersigned understands that tenders of Warrants pursuant to any
one of the procedures described in Offer to Purchase under "Section 5.
Procedure for Tendering of Warrants" and in the instructions hereto 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" in the Warrants being tendered within
the meaning of Rule 14e-4 promulgated under the Exchange Act, and (b) the
tender of such Warrants complies with Rule 14e-4. The Company's acceptance
for payment of Warrants tendered pursuant to the Offer will constitute a
binding agreement between the undersigned and the Company upon the terms
and conditions of the Offer.
The Offer to Purchase is subject to a number of conditions, each of
which may be waived or modified by the Company, as described in the Offer
to Purchase under the caption "Section 8. Certain Conditions of the Offer."
THE UNDERSIGNED RECOGNIZES THAT, AS A RESULT OF SUCH CONDITIONS, THE
COMPANY MAY NOT BE REQUIRED TO ACCEPT THE WARRANTS TENDERED HEREBY. In such
event, the tendered Warrants not accepted for purchase will be returned to
the undersigned at the address shown below the undersigned's signature(s),
unless otherwise indicated in the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions" below.
Unless otherwise indicated herein under "Special Issuance
Instructions," please issue the check for the purchase price of the
Warrants purchased or Warrant certificates evidencing Warrants (if any) not
tendered or not accepted for purchase in the name(s) of the registered
holder(s) appearing under the "Description of Warrants Tendered" above.
Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price of the Warrants
purchased or Warrant certificates evidencing Warrants (if any) not tendered
or not accepted for purchase to the address(es) of the registered holder(s)
appearing under the "Description of Warrants Tendered" above.
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the check for the purchase price of the
Warrants purchased or Warrant certificates evidencing Warrants (if any) not
tendered or not accepted for purchase are to be issued in the name of
someone other than the person whose signature appears on the face of the
Warrants.
Issue (check appropriate box(es)):
[ ] Check [ ] Warrants to:
Name(s):
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Address(es):
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(INCLUDE ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
Tax Identification or Social Security No.:
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SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check for the purchase price of the
Warrants purchased or Warrant certificates evidencing Warrants (if any) not
tendered or not accepted for purchase are to be mailed to someone other
than the person whose signature appears on the face of the Warrants or to
such persons at an address other than that shown in the box entitled
"Description of Warrants Tendered."
Mail (check appropriate box(es)):
[ ] Check [ ] Warrants to:
Name(s):
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Address(es):
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(INCLUDE ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
Tax Identification or Social Security No.:
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SIGNATURE(S)
IMPORTANT: A HOLDER WHO WISHES TO TENDER WARRANTS
IN THE TENDER OFFER MUST SIGN WHETHER OR NOT SUCH WARRANT
CERTIFICATES ARE BEING PHYSICALLY TENDERED HEREBY
(See Instructions 1 and 2 and the instructions in Section 5 of the Offer to
Purchase)
Signature of Registered Holder or
Authorized Signatory:
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Type or Print Name:
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Dated:
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Tax Identification or Social Security No:
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Signature of Registered Holder or
Authorized Signatory (if more than one):
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Type or Print Name:
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Dated:
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Tax Identification or Social Security No:
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Must be signed by registered holder(s) exactly as his, her or its
name(s) appear(s) on the certificate(s) for the tendered Warrants or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent
or other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 2 (please print):
Name:
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Address:
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Area Code and Telephone No.:
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Capacity (Full Title):
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GUARANTEE OF SIGNATURE(S)
(If required)
(See Instruction 2)
Name of Firm:
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Authorized Signature:
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Title:
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Dated: , 1998
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(Please complete Substitute Form W-9
on the last page of this Letter of Transmittal)
INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR
WARRANTS. Unless an Agent's Message is utilized, this Letter of Transmittal
must be used whether (a) certificates for Warrants are to be physically
delivered to the Depositary herewith or (b) tenders are to be made
according to the guaranteed delivery procedures set forth in the Offer to
Purchase.
Certificates for all physically delivered Warrants, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal,
must be received by the Depositary at its address set forth on the front
page of this Letter of Transmittal on or prior to 12:00 midnight, New York
City time, on the Expiration Date. Warrantholders who cannot deliver their
Warrants and all other required documents to the Depositary on or prior to
such time must tender their Warrants pursuant to the guaranteed delivery
procedure set forth in the Offer to Purchase under the caption "Section 5.
Procedure for Tendering of Warrants--Guaranteed Delivery." Pursuant to such
procedure: (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Company,
must be received by the Depositary on or prior to 12:00 midnight, New York
City time, on the Expiration Date and (c) the tendered Warrants in proper
form for transfer (or a Book-Entry Confirmation), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof)
with any required signature guarantees (or, in the case of book-entry
delivery, an Agent's Message), and any other documents required by the
Letter of Transmittal, must be received by the Depositary within three
Nasdaq trading days after the date of execution of such Notice of
Guaranteed Delivery. See the Offer to Purchase under "Section 5. Procedure
for Tendering of Warrants."
THE METHOD OF DELIVERY OF WARRANTS AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING WARRANTHOLDER. IF CERTIFICATES FOR
SHARES ARE TO BE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or photocopy thereof), the tendering
warrantholder waives any right to receive any notice of the acceptance for
payment of the Warrants.
2. SIGNATURE ON THIS LETTER OF TRANSMITTAL; POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. The signature(s) of the registered holder(s) on
this Letter of Transmittal in the page titled "Signature(s)" must
correspond with the name(s) as written on the face of the Warrants without
alteration, enlargement or any change whatsoever.
(a) If any of the Warrants are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
(b) If any of the Warrants are registered in different names, it
will be necessary to complete, sign and submit as many separate
Letters of Transmittal and any necessary accompanying documents as
there are different registrations.
(c) If this Letter of Transmittal is signed by the registered
holder(s) of the Warrants, no endorsements of Warrants or separate
powers are required, unless certificates for Warrants not tendered are
to be issued in the name of, or delivered to, any person other than
the registered holder(s). Signatures on any such Warrants or powers
must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
(d) If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Warrants, such Warrants must be
endorsed or accompanied by appropriate powers and signed exactly as
the name(s) of the registered holder(s) appear(s) on such Warrants.
Signatures on any such Warrants or powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or any certificates or powers
are 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 unless waived by the Company, proper evidence
satisfactory to the Company of the authority of such person to so act
must be submitted with this Letter of Transmittal.
3. TRANSFER TAXES. The Company will pay or cause to be paid all stock
transfer taxes, if any, with respect to the tender of any Warrants to it
pursuant to the Offer. If, however, (a) payment of the purchase price for
the Warrants is to be made to, or certificates for any Warrants not
tendered or accepted for purchase are to be issued in the name of, or
delivered to, any person other than the registered holder(s), (b) tendered
Warrants are registered in the name of any person other than the person
signing the Letter of Transmittal or (c) a stock transfer tax is imposed
for any reason other than the transfer or sale of the Warrants to the
Company pursuant to the Offer, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) will be
payable by the tendering holder(s). Unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted herewith, the
amount of such transfer taxes will be deducted from the purchase price
payable to the tendering holder(s). EXCEPT AS PROVIDED IN THIS INSTRUCTION
3, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE
WARRANT CERTIFICATES LISTED IN THIS LETTER OF TRANSMITTAL.
4. PARTIAL TENDERS. If fewer than all the Warrants represented by any
certificate delivered to the Depositary are to be tendered, fill in the
number of Warrants that are to be tendered in the column three of the box
entitled "Description of Warrants Tendered." In such case, a new
certificate for the remainder of the Warrants represented by the old
certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the boxes entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on this Letter of
Transmittal, as promptly as practicable following the expiration of
termination of the Offer. ALL WARRANTS REPRESENTED BY CERTIFICATES
DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the check for the
Purchase Price or any Warrants purchased is to be issued in the name of,
and/or any Warrants not tendered or not purchased are to be returned to, a
person other than the person(s) signing this Letter of Transmittal or if
the check and/or any certificates for Warrants not tendered or not
purchased are to be mailed to someone other than the person(s) signing this
letter of Transmittal or to an address other than that shown below the
signature of the person(s) signing this Letter of Transmittal, then the
pages captioned "Special Issuance Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance may be directed to the Dealer Manager at the
telephone number and address listed on the front of this Letter of
Transmittal. Requests for additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery or other materials
related to the Offer may be directed to the Dealer Manager and such copies
will be furnished promptly at the Company's expense. Warrantholders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
7. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance of any tender of Warrants will be determined by the Company, in
its sole discretion, and its determination shall be final and binding. The
Company reserves the absolute right to reject any or all tenders of
Warrants that it determines are not in proper form or the acceptance for
payment of, or payment for, Warrants that may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute
right to waive any of the conditions to the Offer or any defect or
irregularity in any tender of Warrants and the Company's interpretation of
the terms and conditions of the Offer (including these instructions) shall
be final and binding. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the company shall
determine. None of the Company, the Depositary, the Dealer Manager or any
other person shall be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for
failure to give any such notice. Tenders will not be deemed to have been
made until all defects and irregularities have been cured or waived.
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering warrantholder is
required to provide the Depositary with either a correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9, which is provided
below, or, in the case of foreign warrantholders, a properly completed Form
W-8. Warrantholders wishing to obtain a copy of Form W-8 may contact the
Depositary. Failure to provide the information on either Substitute Form
W-9 or Form W-8 may subject the tendering warrantholder to a 31% Federal
income tax backup withholding on the payment of the Purchase Price. The box
in Part 2 of Substitute Form W-9 may be checked if the tendering
warrantholder 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 Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of all payments of the Purchase
Price thereafter until a TIN is provided to the Depositary.
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SUBSTITUTE Part 1 -- PLEASE PROVIDE Social security number
FORM W-9 YOUR TIN IN THE BOX AT -------------------
RIGHT AND CERTIFY BY OR -------------------
SIGNING AND DATING BELOW Employer identification
number
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Department of the Part 2 -- CERTIFICATION -- Under penalties of
Treasury Internal perjury, I certify that:
Revenue Service
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am awaiting
PAYER'S REQUEST FOR for a number to be issued to me) and
TAXPAYER IDENTIFICATION
NUMBER (TIN) (2) I am not subject to backup withholding
either 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.
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CERTIFICATION INSTRUCTIONS -- You must Part 3
cross out item (2) above if you have
been notified by the IRS that you are
currently subject to backup
withholding because of underreporting
interest or dividends on your tax
return. However, if after being
notified by the IRS that you are
subject to backup withholding, you Awaiting TIN
received another notification from |_|
the IRS that you are no longer
subject to backup withholding, do not
cross out such item (2).
SIGNATURE DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties that a taxpayer identification number has not
been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security 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 by the time of
payment, 31% of all reportable payments made to me will be withheld; but
that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
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Signature Date
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