<PAGE> 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
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Transaction Valuation Amount of Filing Fee
$303,992,121.80 $60,798.42
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</TABLE>
/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.
<TABLE>
<S> <C>
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
</TABLE>
* 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
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.
</TABLE>
<PAGE> 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.
<PAGE> 2
<TABLE>
<S> <C> <C>
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DESCRIPTION OF SHARES SURRENDERED
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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
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------------------------------------------
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Total Shares
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</TABLE>
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).
<PAGE> 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.
<PAGE> 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.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, AND 6 ON THE REVERSE HEREOF)
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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.)
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SIGNATURE(S) REQUIRED
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AGENT)
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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.
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Registered Holder
---------------------------------------------------------------
Registered Holder
---------------------------------------------------------------
Title, if any
Date: Phone No.:
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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:
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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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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.
<TABLE>
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PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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<S> <C> <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.
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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.
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SIGNATURE DATE , 1996
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</TABLE>
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.
