-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ne9gtTAqRx3wb/moPEMn/kbiTuVqHnN1YfkkME/2Dq5cR8QMzoa+EYqRSQjeAblC TW0j7J7NN9gwdoWAmUHALA== 0000891020-96-001068.txt : 19960911 0000891020-96-001068.hdr.sgml : 19960911 ACCESSION NUMBER: 0000891020-96-001068 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960910 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVAR CORP CENTRAL INDEX KEY: 0000101929 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 910816142 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32536 FILM NUMBER: 96627730 BUSINESS ADDRESS: STREET 1: 6100 CARILLON AVE STREET 2: 1600 NORTON BLDG CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 2068893400 MAIL ADDRESS: STREET 1: P O BOX 34325 CITY: SEATTLE STATE: WA ZIP: 98124-1325 FORMER COMPANY: FORMER CONFORMED NAME: VWR UNITED CORP DATE OF NAME CHANGE: 19740327 FORMER COMPANY: FORMER CONFORMED NAME: UNITED PACIFIC CORP DATE OF NAME CHANGE: 19670807 FORMER COMPANY: FORMER CONFORMED NAME: VANWATERS & ROGERS INC DATE OF NAME CHANGE: 19670807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PAKHOED N V CENTRAL INDEX KEY: 0000914320 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: GRAHAM & JAMES STREET 2: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: 60 68 BOOMPJES STREET 2: 3011 XC ROTTERDAM CITY: NETHERLANDS STATE: A1 SC 13E3/A 1 SCHEDULE 13E3/A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13E-3/A AMENDMENT NO. 5 TO RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) UNIVAR CORPORATION (Name of the Issuer) UNIVAR CORPORATION ROYAL PAKHOED, N.V. UC ACQUISITION CORP. (Name of Person(s) Filing Statement) COMMON SHARES, NO PAR VALUE PER SHARE (Title of Class of Securities) 913 353 10 8 (CUSIP Number of Class of Securities) N. J. Westdijk William A. Butler Chairman of the Board of Management Vice President, General Counsel ROYAL PAKHOED, N.V. and Corporate Secretary 333 Blaak Univar Corporation 3011 G.B. Rotterdam 6100 Carillon Point The Netherlands Kirkland, WA 98033 TELEPHONE NUMBER: 011-31-10-400-2911 TELEPHONE NUMBER: (206) 889-3400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) COPIES TO: Nicholas Unkovic, Esq. Richard B. Dodd, Esq. Lawrence B. Low, Esq. Christopher H. Cunningham, Esq. Graham & James LLP Preston, Gates & Ellis One Maritime Plaza, Suite 300 5000 Columbia Center San Francisco, CA 94111 701 5th Avenue Telephone: (415) 954-0200 Seattle, WA 98104 This statement is filed in connection with (check the appropriate box): a. / / The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. /X/ A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. / / Calculation of Filing Fee
- ------------------------------------------------------------------------------- Transaction Valuation Amount of Filing Fee $303,992,121.80 $60,798.42 - -------------------------------------------------------------------------------
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $60,798.42 Filing party: Royal Pakhoed, N.V., Form or Registration No.: Schedule 14D-1 Pakhoed Investeringen B.V., Pakhoed USA Inc. and UC Acquisition Corp. Date filed: June 7, 1996
* For purposes of calculating the filing fee only. This amount assumes the purchase of 15,629,415 shares of Common Shares at $19.45 in cash per share. The amount of the filing fee calculated in accordance with Regulation 240.0-4 of the Securities Exchange Act of 1934 equals 1/50th of one percentum of the value of the shares to be purchased. 2 This Amendment No. 5 amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3, as amended on June 28, 1996, July 8, 1996, July 9, 1996, and July 22, 1996 (the "Statement" and as amended by this Amendment No. 3, the "Amended Statement") filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange Commission (the "Commission") on June 7, 1996, by Royal Pakhoed N.V. (a translation of Koninklijke Pakhoed N.V.), a publicly held limited liability company formed and existing under the laws of The Netherlands ("Parent"), and UC Acquisition Corp., a Washington corporation and indirect subsidiary of Parent ("Buyer"), relating to a tender offer by Buyer for all of the outstanding common shares, without par value (the "Shares"), of Univar Corporation, a Washington corporation ("Company") for $19.45 per Share, net to the seller in cash. By Amendment No. 2 to the Statement, Company joined Parent and Buyer in filing the Statement. This amendment is therefore being filed by Parent, Buyer and Company. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning as set forth in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Offer to Purchase, attached as Exhibit (d)(1) to the Statement. By this amendment, the Statement is hereby amended in the respects set forth below. ITEM 16. ADDITIONAL INFORMATION On September 9, 1996, Company distributed a Proxy Statement to the shareholders of Company as of September 2, 1996, the record date. Among other things, the Proxy Statement set forth the terms of the second step Merger and solicited for shareholder votes to approve the Merger. Buyer, as a result of and subsequent to the Offer, now holds 97.15% of the Shares and is able to approve the Merger without the action of any other shareholder of Company. The Proxy Statement states that the special meeting to vote on the Merger shall be held on September 30, 1996. ITEM 17. MATERIALS TO BE FILED AS EXHIBITS Item 17 is hereby supplemented and amended by adding the following information thereto: (d)(12) Proxy Statement, dated September 9, 1996. (Incorporated by reference to the Proxy Statement of Company filed with the Securities and Exchange Commission September 9, 1996). (d)(13) Letter of Transmittal for Surrender of Common Shares for Cash Payment Pursuant to the Merger. 3 SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 9, 1996 UNIVAR CORPORATION By: /s/ WILLIAM A. BUTLER -------------------------------- William A. Butler Vice President, General Counsel and Corporate Secretary ROYAL PAKHOED N.V. By: /s/ R.E. WANSIK -------------------------------- R.E. Wansik Group President, North America UC ACQUISITION CORP. By: /s/ R. E. WANSIK -------------------------------- R. E. Wansik Vice President 4 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 99 (d)(12) Proxy Statement, dated September 9, 1996. (Incorporated by reference to the Proxy Statement of Company filed with the Securities and Exchange Commission September 9, 1996). 99 (d)(13) Letter of Transmittal for Surrender of Common Shares for Cash Payment Pursuant to the Merger.
EX-99.D.13 2 LETTER OF TRANSMITTAL 1 LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING SHARES OF COMMON STOCK OF UNIVAR CORPORATION SURRENDERED FOR CASH PAYMENT PURSUANT TO THE MERGER WITH UC ACQUISITION CORP. AN INDIRECT SUBSIDIARY OF ROYAL PAKHOED N.V. Mail or deliver this Letter of Transmittal, or a facsimile hereof, together with the certificate(s) representing your shares of common stock, to ChaseMellon Shareholder Services, LLC at the following address. THE PAYING AGENT: CHASEMELLON SHAREHOLDER SERVICES, LLC By Hand/Overnight: By Mail: Reorganization Department Reorganization Department 120 Broadway -- 13th Floor Bowling Green Station New York, NY 10271 P.O. Box 396 New York, NY 10274 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. FOR ASSISTANCE, PLEASE CALL 1 (800) 777-3674. 2 - ------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF SHARES SURRENDERED - ------------------------------------------------------------------------------------------------------------------ NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER AND (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) CERTIFICATE CLASS OF APPEAR(S) ON SHARE CERTIFICATE(S)) NUMBER SHARES ------------------------------------------------------------------------------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ Total Shares ------------------------------------------------------------------------------------------------------------------
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW, PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY LADIES AND GENTLEMEN: The undersigned, the registered holder(s) of the certificate(s) referred to above or the assigns of such registered holders, hereby surrenders to ChaseMellon Shareholder Services L.L.C. as Paying Agent the above-described common shares (the "Shares"), of Univar Corporation, a Washington corporation ("Company"), in exchange for the right to receive $19.45 per Share, in cash without interest, in connection with the merger of UC Acquisition Corp., a Washington corporation ("UC Acquisition") which is an indirect, wholly-owned subsidiary of Royal Pakhoed N.V. (a translation of Koninklijke Pakhoed N.V.), a publicly held limited liability company formed and existing under the laws of The Netherlands, ("Parent"), with and into Company, with Company surviving as an indirect wholly-owned subsidiary of Parent (the "Merger"), all as described and on the terms and conditions set forth in the Proxy Statement of Company dated September 9, 1996 (the "Proxy Statement"). The undersigned hereby surrenders all right, title and interest in and to the certificate(s) formerly representing the Shares (the "certificate(s)"). The undersigned hereby irrevocably appoints ChaseMellon Shareholder Services L.L.C. and Company as the lawful attorneys-in-fact of the undersigned, each with full power of substitution, to deliver such certificate(s) together with all accompanying evidence of authority to Company and to effect the cancellation of such certificate(s). All such powers of attorney, being deemed to be irrevocable, shall be considered coupled with an interest in the certificate(s) surrendered with this Letter of Transmittal. Such appointment will be effective when, and only to the extent that, such certificate(s) are surrendered. Upon such surrender of certificate(s), all prior powers of attorney given by the undersigned with respect to such certificate(s) will be revoked, without further action, and no subsequent powers of attorneys and proxies may be given with respect thereto (and, if given, will be deemed ineffective). All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender the certificate(s) and that there is no lien, restriction, charge or encumbrance against the certificate(s). The undersigned, upon request, will execute and deliver any additional documents deemed to be necessary or desirable to perfect the surrender of certificate(s). 3 UC Acquisition acquired approximately 97.15 percent of the Shares of Company. Under Washington law and Company's Articles of Incorporation, a majority of the Shares must approve the Merger at the shareholders' meeting to be held on September 30, 1996, to consummate the Merger. In the unlikely event that the Merger Agreement is terminated without the Merger being consummated, all certificates delivered to the Paying Agent will be promptly returned. The undersigned hereby acknowledges that the undersigned has received and read the Proxy Statement referred to in the first paragraph and the "General Instructions" accompanying the Letter of Transmittal. Unless otherwise indicated in this Letter of Transmittal under "Special Payment Instructions," please issue the check in payment for the certificate(s) surrendered in the name(s) of the registered holder(s) appearing under "Description of Shares Surrendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check in payment for the certificate(s) surrendered or return any certificate(s) should the Merger Agreement be terminated without the Merger being consummated to the address(es) of the registered holder(s) appearing under "Description of Shares Surrendered." In the event that both the "Special Payment Instructions" and the "Special Delivery Instructions" are completed, please issue such check or return any such certificate(s) (and accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificate(s) (and accompanying documents, as appropriate) to the person(s) so indicated. 4 / / Check here if you cannot locate your Certificate(s) and require assistance in replacing them. Upon receipt of notification on this Letter of Transmittal, the Paying Agent will contact you directly with replacement instructions. - --------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, AND 6 ON THE REVERSE HEREOF) - --------------------------------------------------------------- Complete only if check is to be issued in a name which differs from the name on the surrendered certificate(s). Name: Address: (Please also complete Substitute Form W-9 on the reverse AND see Instructions regarding signature guarantee.) - --------------------------------------------------------------- - --------------------------------------------------------------- SIGNATURE(S) REQUIRED (SIGNATURE(S) OF REGISTERED HOLDER(S) OR AGENT) - --------------------------------------------------------------- Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on stock certificate(s) or on a security position listing. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation acting in a fiduciary or representative capacity, or other person please set forth full title. See Instructions 1 and 4. --------------------------------------------------------------- Registered Holder --------------------------------------------------------------- Registered Holder --------------------------------------------------------------- Title, if any Date: Phone No.: - --------------------------------------------------------------- - --------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, AND 6 ON THE REVERSE HEREOF) - --------------------------------------------------------------- Complete only if check is to be mailed to some address other than the address reflected above. Name: Address: - --------------------------------------------------------------- - --------------------------------------------------------------- SIGNATURE(S) GUARANTEED (IF REQUIRED) - --------------------------------------------------------------- Unless shares are surrendered by the registered holder(s) or for the account of a member of a "Signature Guarantee Program" ("STAMP"), Stock Exchange, Medallion Program ("SEMP") or New York Stock Exchange Medallion Signature Program ("MSP") (an "Eligible Institution"), signature(s) must be guaranteed by an Eligible Institution. See Instruction 1. (Authorized Signature) (Name of Firm) (Address of Firm -- Please Print) - --------------------------------------------------------------- NOTE: YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 ON THE REVERSE HEREOF 5 INSTRUCTIONS GENERAL INSTRUCTIONS 1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange (registered under Section 6 of the Securities Exchange Act of 1934 (the "Exchange Act")), by a member firm of the National Association of Securities Dealers, Inc., by a commercial bank or trust company having an office or correspondent in the United States or by any other "Eligible Guarantor Institution" (bank, stockholder, savings and loan association or credit union with membership approved signature guarantee medallion program) as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constituting an "Eligible Institution"), unless the certificate(s) surrendered hereby are surrendered (i) by the registered holder of such certificate(s) who has completed neither the box entitled "Special Payment Instructions" nor the box entitled "Special Delivery Instructions" in this Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 6. If the certificate(s) are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made or delivered to, or certificate(s) are to be returned to, a person other than the registered owner, then the surrendered certificate(s) must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificate(s), with the signatures on the certificate(s) or stock powers guaranteed by an Eligible Institution as provided in this Letter of Transmittal. See Instruction 6. 2. METHOD OF DELIVERY. The certificate(s) for Shares and the Letter of Transmittal must be sent or delivered to the Paying Agent in order to make an effective surrender. The method of delivery of certificate(s), this Letter of Transmittal, and any other required documents to the Paying Agent set forth on the front of the Letter of Transmittal is at the option and sole risk of the holder of Shares and the delivery will be deemed made only when actually received by the Paying Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Do not send material to Company, UC Acquisition, or to Parent. 3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is inadequate, the information required under "Description of Shares Surrendered" should be listed on a separate signed schedule attached to this Letter of Transmittal. 4. SIGNATURES ON LETTER OF TRANSMITTAL, INSTRUMENTS OF TRANSFER AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the certificate(s) surrendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the certificate(s) surrendered hereby are owned of record by two or more joint owners, all the owners must sign this Letter of Transmittal. If any of the surrendered certificate(s) are registered in different names on several certificate(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificate(s). If this Letter of Transmittal or any certificate(s) or instruments of transfer 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, that person should so indicate when signing, and proper evidence satisfactory to UC Acquisition of that person's authority to so act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the certificate(s) listed and transmitted hereby, no endorsements of certificate(s) or separate instruments of transfer are required unless payment is to be made, or certificate(s) are to be returned should the Merger Agreement be terminated without the Merger being consummated, to a person other than the registered holder(s). Signatures on the certificate(s) or instruments of transfer 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 Shares evidenced by the certificate(s) listed and transmitted hereby, the certificate(s) must be endorsed or 6 accompanied by appropriate instruments of transfer, in either case signed exactly as the name(s) of the registered holder(s) appear on the certificate(s). Signatures on the certificate(s) or instruments of transfer must be guaranteed by an Eligible Instruction. 5. TRANSFER TAXES. Except as set forth in this Instruction 5, UC Acquisition will pay or cause to be paid any transfer taxes with respect to the surrender of certificate(s) to it. If, however, payment for the certificates surrendered is to be made to any person other than the registered holder(s), or if surrendered certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal. 6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of a person other than the signer of this Letter of Transmittal or if a check is to be sent and/or certificate(s) are to be returned to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. 7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Paying Agent at its address or telephone number set forth above and requests for additional copies of the Proxy Statement and this Letter of Transmittal may be directed to the Paying Agent or brokers, dealers, commercial banks and trust companies and such materials will be furnished at UC Acquisition's expense. 8. BACKUP WITHHOLDING TAX. Each holder of Shares surrendering certificate(s) is required to provide the Paying Agent with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below and to certify that holder is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder to 31% federal income tax backup withholding on the payment of the amounts due for the certificate(s). The holder should indicate in the box in Part III of the Substitute Form W-9 if the holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the holder has indicated in the box in Part III that a TIN has been applied for and the Paying Agent is not provided with a TIN by the time of payment, the Paying Agent will withhold 31% of the payment amounts due for the certificate(s) until a TIN is provided to the Paying Agent. 9. LOST OR DESTROYED CERTIFICATE(S). If your Certificate(s) has been either lost or destroyed please check the box on the reverse side of this Letter of Transmittal. You will then be instructed as to the steps you must take in order to surrender your certificate(s) for exchange. IMPORTANT TAX INFORMATION Under federal income tax law, a holder of Shares whose surrendered certificate(s) are accepted for payment is required to provide the Paying Agent (as payor) with such holder's correct TIN on Substitute Form W-9 below. If such holder is an individual, the TIN is his social security number. If the holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the holder should so indicate on the Substitute Form W-9. See Instruction 8. If the Paying Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to the holder with respect to certificate(s) surrendered may be subject to backup federal income tax withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Forms for such statements can be obtained from the Paying Agent. See the 7 enclosed Guidelines for Certificate(s) of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Paying Agent is required to withhold 31% of any payments made to the holder of Shares. Backup withholding is not an additional tax. Rather, 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 from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup federal income tax withholding with respect to payment of the amounts due for the certificate(s), a holder must provide the Treasury with his correct TIN by completing the Substitute Form W-9 below, certifying that the TIN provided on Substitute Form W-9 is correct (or that the holder is awaiting a TIN) and that (1) the holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the holder that he is no longer subject to backup withholding. 8 WHAT NUMBER TO GIVE THE PAYING AGENT The holder is required to give the Paying Agent the social security number or employer identification number of the record holder of the certificate(s) surrendered. If the certificate(s) are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. - --------------------------------------------------------------------------------------------------------- PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. - --------------------------------------------------------------------------------------------------------- SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ---------------------------- FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number OR ------------------------ Employer Identification Number - --------------------------------------------------------------------------------------------------------- PART 2 -- CERTIFICATION -- Under penalties of perjury, I certify that: (1) the number shown on this form is my correct PART 3 -- Taxpayer Identification Number (or I am waiting Awaiting TIN for a number to be issued to me), [ ] ------------------ (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service PART 4 -- (the "IRS") that I am subject to backup withholding Exempt TIN as a result of a failure to report all interest or [ ] dividends, (c) the IRS has notified me that I am no longer subject to backup withholding. ---------------------------------------------------------------------------- Department of the Treasury CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if Internal Revenue Service you have been notified by the IRS that you are subject to backup withholding because of failure to report all interest or dividends on your tax returns. Payer's Request for However, if after being notified by the IRS that you were subject to backup Taxpayer Identification withholding you received another notification from the IRS stating that you Number (TIN) are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 above. If you are awaiting your TIN number, check the box in Part 3 above. - --------------------------------------------------------------------------------------------------------- SIGNATURE DATE , 1996 ---------------------------------------------------------------------- ------------ - ---------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administrative Officer 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 to the Paying Agent within 60 days, 31 percent of all reportable payments made to me thereafter will be withheld until I provide the number, and that, if I do not provide my Taxpayer Identification Number within the aforementioned 60 days, such retained amounts shall be remitted to the IRS as backup withholding and 31 percent of all reportable payments made to me thereafter will be withheld and remitted to the IRS until I provide a Taxpayer Identification Number. - ----------------------------------------- ------------------------------------- Signature Date - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. -----END PRIVACY-ENHANCED MESSAGE-----