EX-99.(A)(1)(VI) 7 dex99a1vi.htm GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER Guidelines for Certification of Taxpayer Identification Number

Exhibit (a)(1)(vi)

Instructions Form with Respect to

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Epicor Software Corporation

at

$9.50 Net Per Share

by

Elliott ERP LLC,

a subsidiary of

Elliott Associates, L.P.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated October 15, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal, in connection with the offer by Elliott ERP LLC, a Delaware limited liability company and a subsidiary of Elliott Associates, L.P., a Delaware limited partnership, to purchase for cash all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Epicor Software Corporation, a Delaware corporation, at a purchase price of $9.50 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.

This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal furnished to the undersigned.

 

Number of Shares to be Tendered:

  

SIGN HERE

_______________________ Shares*

    
  

(Signature(s)

Dated                     , 2008

    
  

Name(s)

    
  

Address(es)

    
  

(Zip Code)

    
  

Area code and Telephone Number

    
  

Taxpayer Identification or Social Security No.

 

*

Unless otherwise indicated, it will be assumed that all Shares held for the undersigned’s account are to be tendered.


GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000.  Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000.  The table below will help determine the number to give the payor.

 

For this type of account:

  

Give the SOCIAL SECURITY number of—

1.   

An 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 single-owner LLC

  

The owner(3)

For this type of account:

  

Give the EMPLOYER IDENTIFICATION number of—

6.   

Sole proprietorship or single-owner LLC

  

The owner(3)

7.   

A valid trust, estate or pension trust

  

The legal entity(4)

8.   

Corporate or LLC electing corporate status on Form 8832

  

The corporation

9.   

Association, club, religious, charitable, educational or other tax-exempt organization

  

The organization

10.   

Partnership or multi-member LLC

  

The partnership

11.   

A broker or registered nominee

  

The broker or nominee

12.   

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

 

(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 second name line.  You may use either your SSN or EIN (if you have one).  If you are a sole proprietor, the IRS encourages you to use your SSN.

(4)

List first and circle the name of the legal trust, estate or pension trust.  (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

 

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

 

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

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Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5 (Application for a Social Security Number Card) or Form SS-4 (Application for Employer Identification Number) from your local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees and Payments Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

 

  1.

An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan.

 

  2.

The United States or any agency or instrumentality thereof.

 

  3.

A state, the District of Columbia, a possession of the United States or any subdivision or instrumentality thereof.

 

  4.

A foreign government, a political subdivision of a foreign government or any agency or instrumentality thereof.

 

  5.

An international organization or any agency or instrumentality thereof.

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) of the Code.

 

  13.

A financial institution.

 

  14.

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

 

  15.

A trust exempt from tax under section 664 or described in section 4947 of the Code.

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

 

IF the payment is for...

 

THEN the payment is exempt for...

Interest and dividend payments

  All exempt recipients except for 9

Broker transactions

 

Exempt recipients 1 through 13; also, a person who regularly acts as a broker and who is registered under the Investment Advisers Act of 1940

Exempt payees should file the Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYOR.  Foreign payees who are not subject to backup withholding should complete the appropriate IRS Form W-8 and return it to the payor.

 

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Privacy Act Notice

Section 6109 of the Code requires most recipients of dividend, interest or other payments to give their correct taxpayer identification numbers to payors who must report the payments to the IRS.  The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns.  It may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws.  It may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, and to federal law enforcement and intelligence agencies to combat terrorism.

Payees must provide payors with their taxpayer identification numbers whether or not they are required to file tax returns.  Payors must generally withhold 28% of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payor.  Certain penalties may also apply.

Penalties

 

(1)

Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

 

(2)

Civil Penalty for False Information With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

 

(3)

Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

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