EX-99.1 19 a2207508zex-99_1.htm EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

LOGO

OFFER TO EXCHANGE
UP TO $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF
7.000% SENIOR NOTES DUE 2019 (CUSIP No. 039380AE0)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

ANY AND ALL OF OUR OUTSTANDING 7.000% SENIOR NOTES DUE 2019
(CUSIP Nos. 039380AD2 AND U0393CAB1)

AND

UP TO $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF
7.250% SENIOR NOTES DUE 2021 (CUSIP No. 039380AG5)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

ANY AND ALL OF OUR OUTSTANDING 7.250% SENIOR NOTES DUE 2021
(CUSIP Nos. 039380AF7 AND U0393CAC9)

PURSUANT TO THE PROSPECTUS
DATED                                    , 2012

 
THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE
END OF                                    , 2012 (THE "EXPIRATION DATE"), UNLESS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO MIDNIGHT, NEW YORK CITY TIME,
AT THE END OF THE EXPIRATION DATE.
 

Delivery to:
UMB BANK, NATIONAL ASSOCIATION
Exchange Agent

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended):
  By Facsimile Transmission
(for eligible institutions only):

UMB Bank, National Association
2 South Broadway, 6th Floor
St. Louis, Missouri 63102

 

314-612-8499
Attn: Richard F. Novosak
Attn.: Richard F. Novosak   Fax cover sheets should provide a call back
number and request a call back, upon receipt.
For Information Call:    
314-612-8483   Confirm receipt by calling:
314-612-8483

        DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.


        The prospectus, dated                                    , 2012 (the "Prospectus"), of Arch Coal, Inc., a Delaware corporation ("Arch Coal"), and this Letter of Transmittal (this "Letter") together constitute Arch Coal's offer (the "Exchange Offer") (i) to exchange up to $1,000,000,000 aggregate principal amount of 7.000% Senior Notes due 2019 (CUSIP No. 039380AE0) ("the new 2019 notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of Arch Coal's issued and outstanding 7.000% Senior Notes due 2019 (CUSIP Nos. 039380AD2 and U0393CAB1) (the "original 2019 notes") from the registered holders thereof and (ii) to exchange up to $1,000,000,000 aggregate principal amount of 7.250% Senior Notes due 2021 (CUSIP No. 039380AG5) (the "new 2021 notes" and, collectively with the new 2019 notes, the "exchange notes") which have been registered under the Securities Act for a like principal amount of Arch Coal's issued and outstanding 7.250% Senior Notes due 2021 (CUSIP Nos. 039380AF7 and U0393CAC9) (the "original 2021 notes" and, collectively with the original 2019 notes, the "original notes") from the registered holders thereof. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

        For each original 2019 note accepted for exchange, the holder of such original 2019 note will receive a new 2019 note having a principal amount equal to the principal amount of the surrendered original 2019 note. For each original 2021 note accepted for exchange, the holder of such original 2021 note will receive a new 2021 note having a principal amount equal to the principal amount of the surrendered original 2021 note. Each series of exchange notes will bear interest from the most recent date to which interest has been paid on the applicable series of original notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the original notes. The original notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment in respect of accrued interest on such original notes otherwise payable on any interest payment date the record date for which occurs on or after the consummation of the exchange offer.

        This Letter is to be completed by a holder of original notes either if certificates for such original notes are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account(s) maintained by the exchange agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the section of the Prospectus titled "The Exchange Offer" and an agent's message is not delivered. Holders of original notes who have previously validly delivered a Letter of Transmittal in conjunction with a valid tender of original notes for exchange pursuant to the procedures described in the Prospectus under the heading "The Exchange Offer" are not required to take any further action to receive exchange notes. HOLDERS OF ORIGINAL NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED ORIGINAL NOTES FOR EXCHANGE OR WHO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER MAY WITHDRAW ANY ORIGINAL NOTES SO TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" FOR A MORE COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS. Tenders by book-entry transfer also may be made by delivering an agent's message in lieu of this Letter. The term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering original notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of this Letter, and that Arch Coal may enforce that agreement against the participant. The term "book-entry confirmation" means the confirmation of the book-entry tender of original notes into the exchange agent's account at DTC.

Delivery of Documents to DTC Does Not Constitute Delivery to the Exchange Agent.

        The method of delivery of original notes, this Letter and all other required documents are at the election and risk of the holders. If such delivery is by mail it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters or original notes should be sent to Arch Coal.

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        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the original notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of original notes should be listed on a separate signed schedule affixed hereto.

 
   
   
   
   
   


Type
  Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank)
  1



Certificate
Number(s)*
  2

Aggregate
Principal Amount
Represented
  3


Principal Amount
Tendered**

 

 
DESCRIPTION OF ORIGINAL 2019 NOTES


 
 7.000% Senior
 Notes due 2019
        

             

             

              

              

            Total:        

 
  *   Need not be completed if original 2019 notes are being tendered by book entry transfer.
**   Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the original 2019 notes represented by the original 2019 notes indicated in column 2. See Instruction 2. Original 2019 notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 1.

 
   

 

 
   
   
   
   
   


Type
  Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank)
  1



Certificate
Number(s)*
  2

Aggregate
Principal Amount
Represented
  3


Principal Amount
Tendered**

 

 
DESCRIPTION OF ORIGINAL 2021 NOTES


 
 7.250% Senior
 Notes due 2021
        

             

             

              

              

            Total:        

 
  *   Need not be completed if original 2021 notes are being tendered by book entry transfer.
**   Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the original 2021 notes represented by the original 2021 notes indicated in column 2. See Instruction 2. Original 2021 notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 1.

 
   

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o
CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:    
   
 

        Account Number:       Transaction Code Number:    
   
 
     
 

        By crediting the original notes to the exchange agent's account at DTC using the Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent an agent's message in which the holder of the original notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such original notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the exchange agent.

o
CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

o
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:    
   
 

 

        Address:    
   
 

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, does not intend to engage in, and does not have an arrangement or understanding with any person to participate in, a distribution of the exchange notes. If the undersigned is a broker-dealer which will receive exchange notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it may be deemed an "underwriter" within the meaning of the Securities Act and that it will deliver a Prospectus in connection with any resale of such exchange notes; however, by so acknowledging and by delivering such a Prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Arch Coal the aggregate principal amount at maturity of original notes indicated above. Subject to, and effective upon, the acceptance for exchange of the original notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, Arch Coal all right, title and interest in and to such original notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered original notes, with full power of substitution, among other things, to cause the original notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the original notes, and to acquire exchange notes issuable upon the exchange of such tendered original notes, and that, when the same are accepted for exchange, Arch Coal will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by Arch Coal. The undersigned hereby further represents that, among other things, (i) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of Arch Coal; (ii) the undersigned is acquiring the exchange notes in the exchange offer in the ordinary course of its business; (iii) the undersigned is not engaged in or does not intend to engage in, and does not have an arrangement or understanding with any person to participate in, a distribution, as defined in the Securities Act, of the exchange notes it will receive in the exchange offer; (iv) the undersigned is not holding original notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering of original notes; and (v) the undersigned is not acting on behalf of a person who, to the undersigned's knowledge, falls into one of the above categories.

        The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties that are not related to Arch Coal and that the exchange notes issued pursuant to the exchange offer in exchange for the original notes generally may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that (i) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of Arch Coal; (ii) the undersigned is acquiring the exchange notes in the exchange offer in the ordinary course of its business; (iii) the undersigned is not engaged in or does not intend to engage in, and does not have an arrangement or understanding with any person to participate in, a distribution, as defined in the Securities Act, of the exchange notes it will receive in the exchange offer; (iv) the undersigned is not holding original notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering of original notes; and (v) the undersigned is not acting on behalf of a person who, to the undersigned's knowledge, falls into one of the above exceptions. The undersigned acknowledges that there is no assurance given by Arch Coal or the exchange agent that the SEC would make a similar interpretation with respect to this exchange offer. Arch Coal does not intend to seek its own interpretation from the SEC with respect to this exchange offer.

        If any holder is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes, it represents that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities

5


and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by Arch Coal or the exchange agent to be necessary or desirable to complete the exchange, assignment and transfer of the original notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal of Tenders" section of the Prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of original notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original 2019 Notes" and/or "Description of Original 2021 Notes," as the case may be.

        THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL 2019 NOTES" AND/OR "DESCRIPTION OF ORIGINAL 2021 NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

6



    SPECIAL ISSUANCE INSTRUCTIONS
    (See Instructions 3 and 4)

                To be completed ONLY if certificates for original notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if original notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

    Issue exchange notes and/or original notes to:

Name:    

(Please Type or Print)

 

 

  

(Please Type or Print)

Address:

 

 

(Including Zip Code)

 

 

  

(Complete the Accompanying Form W-9)

o    Credit unexchanged original noted delivered by book-entry transfer to DTC account set forth below.


 
(Book-Entry Transfer Facility
Account Number, if applicable)


    SPECIAL DELIVERY INSTRUCTIONS
    (See Instructions 3 and 4)

                To be completed ONLY if certificates for original notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Original 2019 Notes" and/or "Description of Original 2021 Notes" on this Letter above.

    Mail exchange notes and/or original notes to:

Name:    

(Please Type or Print)

 

 

  

(Please Type or Print)

Address:

 

 

(Including Zip Code)

 

 

  


IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE EXPIRATION DATE.

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PLEASE READ THIS ENTIRE LETTER CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.

        IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE, HOLDERS OF ORIGINAL NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.


    PLEASE SIGN HERE

    (To be Completed by All Tendering Holders)
    (Complete Accompanying Form W-9)

  

      
  , 2012

 


 

    

 

, 2012
(Signature(s) of Owner)   (Date)    

                This Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the original notes hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsement to any document(s) transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name:    

(Please Type or Print)

Capacity:

 

  


Address:

 

 


 

(Including Zip Code)

 

Principal place of business (if different:
From address listed above:     


  

(Including Zip Code)

 

Area Code and Telephone Number:    

 

Taxpayer Identification or Social Security Nos.:    

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by:        
An Eligible Institution:     

(Authorized Signature)

Title:

 

 


Name and Firm:

 

  


Dated:

 

 


 

, 2012

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer to Exchange:

Up to $1,000,000,000 Aggregate Principal Amount of
7.000% Senior Notes due 2019 (CUSIP No. 039380AE0)
Which Have Been Registered under the Securities Act of 1933, as Amended,

for

Any and All of Our Outstanding 7.000% Senior Notes due 2019
(CUSIP Nos. 039380AD2 AND U0393CAB1)

and

Up to $1,000,000,000 Aggregate Principal Amount of
7.250% Senior Notes due 2021 (CUSIP No. 039380AG5)
Which Have Been Registered under the Securities Act of 1933, as Amended,

for

Any and All of Our Outstanding 7.250% Senior Notes due 2021
(CUSIP Nos. 039380AF7 AND U0393CAC9)

Pursuant to the Prospectus
Dated                                    , 2012

1.     DELIVERY OF THIS LETTER AND ORIGINAL NOTES.

        This Letter is to be completed by holders of original notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the section of the Prospectus titled "The Exchange Offer" and an agent's message is not delivered. Tenders by book-entry transfer also may be made by delivering an agent's message in lieu of this Letter. The term "agent's message" means a message, transmitted by DTC and received by the Exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering original notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of this Letter, and that Arch Coal may enforce that agreement against the participant. Certificates for all physically tendered original notes, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof or agent's message in lieu thereof) and any other documents required by this Letter, must be received by the exchange agent at the address set forth herein prior to 12:00 midnight, New York City time, at the end of the expiration date. Original notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

        The method of delivery of this Letter, the original notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to midnight, New York City time, at the end of the expiration date.

        See the section of the Prospectus titled "The Exchange Offer."

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2.     PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).

        If less than all of the original notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of original notes to be tendered in the boxes above entitled "Description of Original 2019 Notes" and/or "Description of Original 2021 Notes," as applicable. One or more reissued certificates representing the balance of non-tendered original notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the expiration date. All of the original notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

3.     SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

        If this Letter is signed by the holder of the original notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC's security position listing as the holder of such original notes without any change whatsoever.

        If any tendered original notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered original notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

        When this Letter is signed by the registered holder of the original notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the exchange notes are to be issued, or any untendered original notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by a participant in a securities transfer association recognized signature program.

        If this Letter is signed by a person other than the registered holder of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the registered holder appears on the certificate(s), and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

        If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Arch Coal, proper evidence satisfactory to Arch Coal of their authority to so act must be submitted.

        Endorsements on certificates for original notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution").

        Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the original notes are tendered (i) by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in DTC's system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter or (ii) for the account of an Eligible Institution.

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4.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        Tendering holders of original notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer and/or substitute certificates evidencing original notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Holders tendering original notes by book-entry transfer may request that original notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such original notes not exchanged will be returned to the name and address of the person signing this Letter.

5.     TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

        Federal income tax law generally requires that a tendering holder whose original notes are accepted for exchange must provide the exchange agent (as payor) with such holder's correct Taxpayer Identification Number (a "TIN"), which, in the case of a holder who is an individual, is generally such holder's social security number. If the exchange agent is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding at the applicable rate, currently 28%, upon the amount of any reportable payments made after the exchange to such tendering holder. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each tendering holder must provide such holder's correct TIN by completing the Form W-9 accompanying this Letter, certifying that (i) the TIN provided is correct (or that such holder is awaiting a TIN), (ii) that (a) the holder is exempt from backup withholding, (b) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding and (iii) the holder is a U.S. citizen or other U.S. person (as defined in the enclosed Form W-9 General Instructions (the "W-9 General Instructions")).

        If the holder does not have a TIN, such holder should consult the W-9 General Instructions for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the accompanying Form W-9 and sign and date the accompanying Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder does not provide such holder's TIN to the exchange agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder's TIN to the exchange agent. Writing "Applied For" on the form means that the holder has already applied for a TIN or that such holder intends to apply for one in the near future.

        If the original notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Instructions for information on which TIN to report.

        Exempt holders (including, among others, certain foreign persons) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should write "Exempt" in Part 2 of the accompanying Form W-9. See the W-9 General Instructions for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8 BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding," signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the exchange agent.

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6.     TRANSFER TAXES.

        Arch Coal will pay all transfer taxes, if any, applicable to the transfer of original notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute original notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the original notes tendered hereby, or if tendered original notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of original notes to Arch Coal or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the original notes specified in this Letter.

7.     WAIVER OF CONDITIONS.

        Arch Coal reserves the right waive the conditions to the exchange offer enumerated in the Prospectus, in its discretion, in whole or in part, at any time and from time to time prior to the expiration of the exchange offer.

8.     NO CONDITIONAL TENDERS; DEFECTS.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of original notes, by execution of this Letter or an agent's message in lieu thereof, shall waive any right to receive notice of the acceptance of their original notes for exchange.

        Neither Arch Coal, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of original notes, nor shall any of them incur any liability for failure to give any such notice.

9.     MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

        Any holder whose original notes have been mutilated, lost, stolen or destroyed should contact the exchange agent as described on the first page of this Letter for further instructions.

10.   WITHDRAWAL RIGHTS.

        Tenders of original notes may be withdrawn at any time prior to midnight, New York City time, at the end of the expiration date. For a withdrawal to be effective, the exchange agent must receive a computer-generated notice of withdrawal transmitted by DTC on behalf of the holder in accordance with the standard operating procedures of DTC, or a written notice of withdrawal, which may be by telegram, telex, facsimile transmission or letter, delivered to the exchange agent as described on the first page of this Letter. Any valid notice of withdrawal must (i) specify the name of the person having tendered the original notes to be withdrawn; (ii) identify the original notes to be withdrawn (including the certificate number(s) of the original notes physically delivered) and principal amount of such original notes, or, in the case of original notes transferred by book-entry transfer, the name of the account at DTC; and (iii) be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the original notes register the transfer of such original notes into the name of the person withdrawing the tender.

        If original notes have been tendered pursuant to the procedures for book-entry transfer set forth in the section of the Prospectus titled "The Exchange Offer," any valid notice of withdrawal must

12


specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of the facility.

        Arch Coal will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and Arch Coal's determination shall be final and binding on all parties. Arch Coal will deem any original notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Arch Coal will return any original notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder. In the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC, according to the procedures described above, those original notes will be credited to an account maintained with DTC, for original notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Holders may retender their original notes that have been properly withdrawn by following one of the procedures described in the section of the Prospectus titled "The Exchange Offer" at any time before expiration of the exchange offer.

11.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the exchange agent as described on the first page of this Letter.

13


YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF THE ACCOMPANYING 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 that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or 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 Payor within 60 days, the Payor is required to withhold 28 percent of all cash payments made to me thereafter until I provide a number.

Signature     

  Date       

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF AT THE APPLICABLE RATE. PLEASE REVIEW THE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON THE ACCOMPANYING FORM W-9 FOR ADDITIONAL DETAILS.

14


        Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder's broker, dealer commercial bank or other nominee to the exchange agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offer is:

By Hand, Overnight Delivery or Mail
(Registered or Certified Mail Recommended):
  By Facsimile Transmission
(for eligible institutions only):

UMB Bank, National Association
2 South Broadway, 6th Floor
St. Louis, Missouri 63102

 

314-612-8499
Attn: Richard F. Novosak
Attn.: Richard F. Novosak   Fax cover sheets should provide a call back
number and request a call back, upon receipt.
For Information Call:    
314-612-8483   Confirm receipt by calling:
314-612-8483

Form       W-9
(Rev. December 2011)
  
Department of the Treasury
Internal Revenue Service

 

Request for Taxpayer
Identification Number and Certification

 

  
Give Form to the
requester. Do not
send to the IRS.


Print or type
        See Specific Instructions on page 2.

    Name (as shown on your income tax return)                                   

 

 

 
    Business name/disregarded entity name, if different from above

 

 

 

 

 

Check appropriate box for federal tax classification (required):

 

 

 

 

 

 

o Individual/sole proprietor    o C Corporation    o S Corporation    o Partnership    o Trust/estate

 

 
                            o Exempt payee
    o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > .....    

 

 

o Other (see instructions) >

 

 

 

 

 
    Address (number, street, and apt. or suite no.)   Requester's name and address (optional)

 

 

 

 

 

 

 
    City, state, and ZIP code    

 

 

 
    List account number(s) here (optional)
    
   

  Part I Taxpayer Identification Number (TIN)


Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]-[  ][  ]-[  ][  ][  ][  ]
       
Employer identification number
[  ][  ]-[  ][  ][  ][  ][  ][  ]
       


  Part II 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

2.

 

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (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, and
    

3.

 

I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.


Sign
Here
  Signature of
U.S. person
>
  Date >


General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

     Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.


 
    Cat. No. 10231X   Form W-9 (Rev. 12-2011)

Form W-9 (Rev. 12-2011)   Page 2

 

     The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

     Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, 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.

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.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.


Form W-9 (Rev. 12-2011)   Page 3

 

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .   THEN the payment is exempt for . . .
Interest and dividend payments   All exempt payees except for 9
Broker transactions   Exempt payees 1 through 5 and 7
through 13. Also, C corporations.
Barter exchange transactions and patronage dividends   Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1   Generally, exempt payees 1 through 7 2

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

     1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

     2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

     3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.


Form W-9 (Rev. 12-2011)   Page 4

 

     4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

     5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:   Give name and SSN of:
1.   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 (Uniform Gift to Minors Act)   The minor 2
4.   a.   The usual revocable savings trust (grantor is also trustee)   The grantor-trustee 1
    b.   So-called trust account that is not a legal or valid trust under state law   The actual owner 1
5.   Sole proprietorship or disregarded entity owned by an individual   The owner 3
6.   Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))   The grantor*
For this type of account:   Give name and EIN of:
7.   Disregarded entity not owned by an individual   The owner
8.   A valid trust, estate, or pension trust   Legal entity 4
9.   Corporate or LLC electing corporate status on Form 8832 or Form 2553   The corporation
10.   Association, club, religious, charitable, educational, or other tax-exempt organization   The organization
11.   Partnership or multi-member LLC   The partnership
12.   A broker or registered nominee   The broker or nominee
13.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
14.   Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))   The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

2 Circle the minor's name and furnish the minor's SSN.

3 You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

     If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

     For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

     Visit IRS.gov to learn more about identity theft and how to reduce your risk.

   


Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.