<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1997
REGISTRATION NO. 333-19233
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DELTA BEVERAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2086 75-2048317
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
Incorporation or Organization) Number)
</TABLE>
2221 DEMOCRAT ROAD
MEMPHIS, TENNESSEE 38132
(901) 344-7100
(Address and telephone number, including area code, of registrant's principal
executive offices)
ROBERT C. POHLAD
CHIEF EXECUTIVE OFFICER
2221 DEMOCRAT ROAD
MEMPHIS, TENNESSEE 38132
(901) 344-7100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
BRIAN D. WENGER, ESQ.
BRETT D. ANDERSON, ESQ.
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-8400
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, which is a Delaware corporation, is empowered by the Delaware
General Corporation Law, subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his being or having
been a director, officer, employee or agent of the Company. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise. The
Amended and Restated Certificate of Incorporation and By-Laws of the Company
provide for indemnification of the directors and officers of such entities to
the full extent permitted by the Delaware General Corporation Law.
Article Nine of the Company's Amended and Restated Certificate of
Incorporation provides as follows:
NINTH: No director of the Corporation shall be liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
ITEM 21. EXHIBITS.
<TABLE>
<C> <S>
+3.1 Amended and Restated Certificate of Incorporation of the Company.
+3.2 Amended and Restated Bylaws of the Company.
+4.1 Indenture, dated as of December 17, 1996, between the Company and
Norwest Bank Minnesota, National Association, as Trustee, relating to
$120,000,000 principal amount of 9 3/4 Senior Notes Due 2003,
including form of Initial Global Note.
+4.2 Credit Agreement, dated as of December 16, 1996, by and among the
Company, NationsBank, N.A. and other lending institutions.
+4.3 Security Agreement, dated as of December 16, 1996, by and among the
Company, NationsBank, N.A. and other lending institutions.
+4.4 Registration Rights Agreement, dated as of December 17, 1996, by and
between the Company and NationsBanc Capital Markets, Inc., as Initial
Purchaser.
+4.5 Amended and Restated Shareholders' Agreement, dated as of September 23,
1993.
++5.1 Opinion of Briggs and Morgan, Professional Association.
++8.1 Opinion re Tax Matters.
+10.1 Delta Beverage Group, Inc. and Subsidiaries Phantom Plan.
+10.2 Management Agreement, dated as of March 8, 1988, by and between The
Bellfonte Company and Mid-South Acquisition Corporation.
+10.3 Employment Agreement, dated as of February 1, 1990, by and between the
Company and Kenneth Keiser.
+10.4 Form of 1991 Superior Performance Incentive Bonus Agreement.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
+10.5 Form of Franchise Agreement.
+10.6 Miller Brewing Company Distributor Agreement.
+10.7 Amended and Restated Joint Venture Agreement, effective as of September
3, 1992, by and between the Company and Poydras Street Investors
L.L.C.
+11.1 Statement Regarding Computation of Per Share Earnings.
+12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
++23.1 Consent of Independent Public Accountants.
++23.2 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
++23.3 Consent of Briggs and Morgan, Professional Association (inclused in
Exhibit 8.1).
+24.1 Powers of Attorney (included on signature pages).
+25.1 Statement on Form T-1 of Eligibility of Trustee.
+27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal (filed herewith).
+99.2 Form of Notice of Guaranteed Delivery.
+99.3 Letter to Clients.
+99.4 Letter to Nominees.
</TABLE>
- ------------------------
+ Previously filed.
++ Previously filed with Amendment No. 1.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions, described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the option of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this Prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4 of the Securities Act, within one business
day of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of this Registration Statement
through the date of responding to the request.
(c) The undersigned Registrant hereby undertakes to apply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis and State of
Minnesota, on February 11, 1997.
<TABLE>
<S> <C> <C>
DELTA BEVERAGE GROUP, INC.
By: /s/ ROBERT C. POHLAD
-----------------------------------------
Robert C. Pohlad
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the dates and
in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ROBERT C. POHLAD Chief Executive Officer
- ------------------------------ and Director (Principal February 11, 1997
Robert C. Pohlad Executive Officer)
Chief Financial Officer
/s/ JOHN F. BIERBAUM and Director (Principal
- ------------------------------ Accounting Officer and February 11, 1997
John F. Bierbaum Principal Financial
Officer)
- ------------------------------ Chairman of the Board
Donald E. Benson
*
- ------------------------------ Director
John H. Agee
- ------------------------------ Director
Brenda C. Barnes
*
- ------------------------------ Director
Christopher E. Clouser
*
- ------------------------------ Director
Philip N. Hughes
- ------------------------------ Director
Gerald A. Schwalbach
- ------------------------------ Director
John F. Woodhead
* By: /s/ JOHN F. BIERBAUM
- ------------------------------ February 11, 1997
John F. Bierbaum
Attorney-In-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------- ------------------------------------------------------------------------
<C> <S>
+3.1 Amended and Restated Certificate of Incorporation of the Company.
+3.2 Amended and Restated Bylaws of the Company.
+4.1 Indenture, dated as of December 17, 1996, between the Company and
Norwest Bank Minnesota, National Association, as Trustee, relating to
$120,000,000 principal amount of 9 3/4 Senior Notes Due 2003,
including form of Initial Global Note.
+4.2 Credit Agreement, dated as of December 16, 1996, by and among the
Company, NationsBank, N.A. and other lending institutions.
+4.3 Security Agreement, dated as of December 16, 1996, by and among the
Company, NationsBank, N.A. and other lending institutions.
+4.4 Registration Rights Agreement, dated as of December 17, 1996, by and
between the Company and NationsBanc Capital Markets, Inc., as Initial
Purchaser.
+4.5 Amended and Restated Shareholders' Agreement, dated as of September 23,
1993.
++5.1 Opinion of Briggs and Morgan, Professional Association.
++8.1 Opinion re Tax Matters.
+10.1 Delta Beverage Group, Inc. and Subsidiaries Phantom Plan.
+10.2 Management Agreement, dated as of March 8, 1988, by and between The
Bellfonte Company and Mid-South Acquisition Corporation.
+10.3 Employment Agreement, dated as of February 1, 1990, by and between the
Company and Kenneth Keiser.
+10.4 Form of 1991 Superior Performance Incentive Bonus Agreement.
+10.5 Form of Franchise Agreement.
+10.6 Miller Brewing Company Distributor Agreement.
+10.7 Amended and Restated Joint Venture Agreement, effective as of September
3, 1992, by and between the Company and Poydras Street Investors
L.L.C.
+11.1 Statement Regarding Computation of Per Share Earnings.
+12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
++23.1 Consent of Independent Public Accountants.
++23.2 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
++23.3 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 8.1).
+24.1 Powers of Attorney (included on signature pages).
+25.1 Statement on Form T-1 of Eligibility of Trustee.
+27.1 Financial Data Schedule.
99.1 Form of Letter of Transmittal (filed herewith).
+99.2 Form of Notice of Guaranteed Delivery.
+99.3 Letter to Clients.
+99.4 Letter to Nominees.
</TABLE>
- ------------------------
+ Previously filed.
++ Previously filed with Amendment No. 1.
<PAGE>
EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
DELTA BEVERAGE GROUP
2221 DEMOCRAT ROAD
MEMPHIS, TENNESSEE 38132
LETTER OF TRANSMITTAL
FOR 9-3/4% SENIOR NOTES DUE 2003
EXCHANGE AGENT:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER:
Norwest Bank Minnesota, National Norwest Bank Minnesota, National
Association Association
Corporate Trust Operations Corporate Trust Operations
P.O. Box 1517 Norwest Center
Minneapolis, MN 55480-1517 Sixth and Marquette
Minneapolis, MN 55479-0113
BY HAND: BY FACSIMILE:
Norwest Bank Minnesota, Norwest Bank Minnesota,
National Association National Association
Corporate Trust Operations Corporate Trust Operations
Northstar East, 12th Floor (612) 667-4927
608 2nd Avenue Confirm by telephone:
Minneapolis, MN 55479-0113 (612) 667-9764
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of (i) the Prospectus dated
, 1997 (the "Prospectus") of Delta Beverage Group, Inc., a Delaware
corporation (the "Issuer"), and (ii) this Letter of Transmittal for 9-3/4%
Senior Notes Due 2003 which may be amended from
Page 1 Exhibit 99.1
<PAGE>
time to time (this "Letter"), which together constitute the Issuer's offer
(the "Exchange Offer") to exchange for each $1,000 principal amount of its
outstanding 9-3/4% Senior Notes Due 2003 (the "Initial Notes") $1,000 in
principal amount of 9-3/4% Senior Notes Due 2003 (the "Exchange Notes"). The
terms of the Exchange Notes are the same in all respects (including principal
amount, interest rate, maturity and ranking) to the terms of the Initial
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes have been registered under the Securities Act of
1933, as amended (the "Securities Act"), and therefore will not be subject to
certain restrictions on transfer applicable to the Initial Notes and will not
be entitled to registration rights.
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Initial Notes who wish to tender their Initial Notes must,
prior to the Expiration Date: (1) complete, sign, date and mail or otherwise
deliver this Letter to the Exchange Agent, in person or to the address set forth
above; and (2) tender his or her Initial Notes or, if a tender of Initial Notes
is to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "Book-Entry Transfer Facility"),
confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in
accordance with the procedures for tendering described in the Instructions to
this Letter. All tenders must be received on or prior to the Expiration Date.
The Instructions included in this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or Mr. Bradley J. Braun, Vice President of Finance and Assistant
Secretary of the Company, at (901) 334-7103, 2221 Democrat Road, Memphis,
Tennessee, 38132.
PLEASE READ CAREFULLY THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING THE INSTRUCTIONS TO THIS LETTER,
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Initial Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Initial Notes on a separate SIGNED SCHEDULE AND AFFIX THAT
SCHEDULE TO THIS LETTER.
Page 2 Exhibit 99.1
<PAGE>
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) and Certificate Principal Principal Amount
Address(es) of Number(s)(1) Amount of of Initial Notes
Registered Initial Notes Tendered(2)
Holder(s) Represented by
(Please Fill Certificate(s)
in if Blank)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTALS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Need not be completed if Initial Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated, the entire principal amount of Initial Notes
represented by a certificate delivered to the Exchange Agent will be deemed
to have been tendered.
Page 3 Exhibit 99.1
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Initial Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Initial Notes tendered with this Letter, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Issuer all right, title and interest
in and to the Initial Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact with respect to the tendered Initial Notes, with full
power of substitution, to: (a) deliver certificates for such Initial Notes; (b)
deliver Initial Notes and all accompanying evidence of transfer and authenticity
to or upon the order of the Issuer upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by the Issuer of the Initial Notes tendered under the
Exchange Offer; and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of the Initial Notes, all in accordance with the terms
of the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Initial Notes
tendered hereby and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Issuer to be necessary or
desirable to complete the assignment and transfer of the Initial Notes tendered.
The undersigned agrees that acceptance of any tendered Initial Notes by
the Issuer and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuer of its obligations under the
Registration Rights Agreement (as defined in the Prospectus) and that, upon
the issuance of the Exchange Notes, the Issuer will have no further
obligations or liabilities thereunder except in certain limited
circumstances). By tendering Initial Notes, the undersigned certifies that:
(a) it is not an "affiliate" of the Issuer within the meaning of Rule 405
under the Securities Act, that it is not a broker-dealer that owns Initial
Notes acquired directly from the Issuer or an affiliate of the Issuer, that
it is acquiring the Exchange Notes in the ordinary course of the
undersigned's business and that the undersigned has no arrangement with any
person to participate in the distribution of the Exchange Notes; or (b) that
it is an "affiliate" (as so defined) of the Issuer and that it will comply
with the registration and prospectus delivery requirements of the Securities
Act to the extent applicable to it.
The undersigned acknowledges that, if it is a broker-dealer that will
receive Exchange Notes for its own account, it will deliver a prospectus in
connection with any resale of such Exchange Notes. By so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned understands that the Issuer may accept the undersigned's
tender by delivering oral or written notice of acceptance to the Exchange Agent,
at which time the undersigned's right to withdraw such tender will terminate.
Page 4 Exhibit 99.1
<PAGE>
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in accordance with the procedures set forth in the Instructions contained in
this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver Exchange Notes (and, if applicable, a certificate
for any Initial Notes not tendered but represented by a certificate also
encompassing Initial Notes which are tendered) to the undersigned at the address
set forth in Box 1.
This Letter is to be completed by holders if certificates are to be
forwarded herewith pursuant to the procedures set forth in the Prospectus.
Holders whose certificates are not immediately available or who cannot deliver
their certificates and all other documents required hereby to the Exchange Agent
on or prior to the Expiration Date must tender their Initial Notes according to
the guaranteed delivery procedure set forth under the caption "The Exchange
Offer -- How to Tender" in the Prospectus (see Instruction 1). The undersigned
understands that the Exchange Offer is subject to the more detailed terms set
forth in the Prospectus and, in case of any conflict between the terms of the
Prospectus and this Letter, the Prospectus shall prevail.
/ / CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------
Account Number:
-----------------------------------------------------------
Transaction Code Number:
--------------------------------------------------
/ / CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
-------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------
Window Ticket Number (if available):
--------------------------------------
Name of Institution which Guaranteed Delivery:
----------------------------
Page 5 Exhibit 99.1
<PAGE>
/ / 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, and does not intend to engage in, a distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Initial Notes, it represents
that the Initial Notes to be exchanged for Exchange Notes were acquired by it as
a result of market-making activities or other trading activities in the ordinary
course of its business and acknowledges that it will deliver a Prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a Prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned acknowledges that if he or she were to engage in a
distribution of the Exchange Notes, he or she (1) could not rely on the
position of the staff of the Securities and Exchange Commission enunciated in
EXXON CAPITAL or interpretive letters of similar effect and (2) must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction.
Page 6 Exhibit 99.1
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
(WHETHER OR NOT INITIAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY)
X
-------------------------- -----------
X
-------------------------- -----------
SIGNATURES OF OWNER(S) OR DATE
AUTHORIZED SIGNATORY
Area Code and Telephone Number:
--------------------------------
This box must be signed by registered holder(s) of Initial Notes as their
name(s) appear(s) on certificate(s) for Initial Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
(See Instruction 3)
Name(s)
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity
-----------------------------------------------------------------------
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
SIGNATURE GUARANTEE
Signature(s) Guaranteed
--------------------------------------------------------
(Authorized Signature)
(If required by Instruction 3)
-------------------------------------------------
(Title)
-------------------------------------------------
(Name of Firm)
Page 7 Exhibit 99.1
<PAGE>
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
PART 1 -- PLEASE PROVIDE YOUR TAXPAYER
IDENTIFICATION NUMBER (TIN) IN
THE BOX AT RIGHT AND CERTIFY / /
BY SIGNING AND DATING BELOW.
SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER / /
PART 2 -- CHECK THE BOX IF YOU ARE NOT
SUBJECT TO BACK-UP WITHHOLDING
SUBSTITUTE FORM W-9 UNDER THE PROVISIONS OF SECTION
DEPARTMENT OF THE 2406(A)(1)(c) OF THE INTERNAL
TREASURY INTERNAL REVENUE CODE BECAUSE (1) YOU
REVENUE SERVICE HAVE NOT BEEN NOTIFIED THAT YOU
ARE SUBJECT TO BACK-UP
PAYOR'S REQUEST FOR WITHHOLDING AS A RESULT OF
TAXPAYER FAILURE TO REPORT ALL INTEREST
IDENTIFICATION OR DIVIDENDS OR (2) THE INTERNAL
NUMBER ("TIN") REVENUE SERVICE HAS NOTIFIED YOU
THAT YOU ARE NO LONGER SUBJECT
TO BACK-UP WITHHOLDING. / /
PART 3 - CHECK IF AWAITING TIN / /
CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE: DATE:
---------------------------------- ---------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER, PLEASE
REVIEW THE "IMPORTANT TAX INFORMATION" SECTION FOR MORE DETAILS.
Page 8 Exhibit 99.1
<PAGE>
BOX 4
SPECIAL ISSUE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Initial Notes in a principal amount not
tendered, or Exchange Notes, are to be issued in the name of someone other than
the person whose signature appears in Box 2.
Issue and deliver:
(check appropriate boxes)
/ / Initial Notes not tendered
/ / Exchange Notes to:
Name
----------------------------------------------------------------------
Please Print
Address
-------------------------------------------------------------------
Please complete the Substitute form W-9 at Box 3
Tax I.D. or Social Security Number:
-------------------------------------------
BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Initial Notes in a principal amount not
tendered, or Exchange Notes, are to be issued in the name of someone other than
the person whose signature appears in Box 2 or to an address other than that
shown in Box 1.
Deliver:
(check appropriate boxes)
/ / Initial Notes not tendered
/ / Exchange Notes to:
Name
-----------------------------------------------------------------------
Please Print
Address
--------------------------------------------------------------------
Page 9 Exhibit 99.1
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Initial
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at one of its
addresses set forth herein on or before the Expiration Date. The method of
delivery of this Letter, certificates for Initial Notes or a Book-Entry
Confirmation, as the case may be, and any other required documents is at the
election and risk of the tendering holder, but except as otherwise provided
below, the delivery will be deemed made when actually received by the
Exchange Agent. If delivery is by mail, the use of registered mail with
return receipt requested, properly insured, is suggested.
Holders whose Initial Notes are not immediately available or who cannot
deliver their Initial Notes or a Book-Entry confirmation, as the case may be,
and all other required documents to the Exchange Agent on or before the
Expiration Date may tender their Initial Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure:
(i) tender must be made by or through an Eligible Institution (as defined in
the Prospectus under the caption "The Exchange Offer"); (ii) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by telegram, telex, facsimile transmission, mail or hand delivery)
(x) setting forth the name and address of the holder, the description of the
Initial Notes and the principal amount of Initial Notes tendered, (y) stating
that the tender is being made thereby and (z) guaranteeing that, within three
New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery, this Letter together with the certificates
representing the Initial Notes or a Book-Entry Confirmation, as the case may
be, and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) the certificates for
all tendered Initial Notes, as well as all other documents required by this
Letter, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in the Prospectus under the caption "The
Exchange Offer -- How to Tender."
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Initial Notes will be
determined by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all tenders that are not
in proper form or the acceptance of which, in the opinion of the Issuer's
counsel, would be unlawful. The Issuer also reserves the right to waive any
irregularities or conditions of tender as to particular Initial Notes. All
tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Initial Notes.
Neither the Issuer, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor
shall any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal
amount of any Initial Note evidenced by a submitted certificate or by a
Book-Entry Confirmation is tendered, the tendering holder must fill in the
principal amount tendered in the fourth column of Box 1 above. All of the
Initial Notes represented by a certificate or Book-Entry Confirmation
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. A certificate for Initial Notes not tendered will be
sent to the holder, unless otherwise provided in Box 5, as soon as
practicable after the Expiration Date, in the event that less than the entire
principal amount of Initial Notes represented by a submitted certificate is
tendered (or, in the case of Initial Notes tendered by book-entry transfer,
such non-exchanged Senior Notes will be credited to an account maintained by
the holder with the Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Initial Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that it has
accepted the tender of Initial Notes pursuant to the Exchange Offer; (ii)
specify the name of the person who tendered the Initial
Page 10 Exhibit 99.1
<PAGE>
Notes; (iii) contain a description of the Initial Notes to be withdrawn, the
certificate numbers shown on the particular certificates evidencing such
Initial Notes and the principal amount of Initial Notes represented by such
certificates; and (iv) be signed by the holder in the same manner as the
original signature on this Letter (including any required signature
guarantee).
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of Initial Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Initial Notes, without alteration, enlargement or any
change whatsoever.
If any of the Initial Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Initial Notes are
held 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
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of Initial Notes represented by submitted certificates are
tendered; and/or (ii) the certificates for any untendered Initial Notes, if any,
are to be issued to the holder of record, then the holder of record need not
endorse any certificates for tendered Initial Notes, nor provide a separate bond
power. In any other case, the holder of record must transmit a separate bond
power with this Letter.
If this Letter or any certificate or assignment is 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 proper evidence satisfactory to the
Issuer of its authority to so act must be submitted, unless waived by the
Issuer.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Initial Notes are tendered: (i) by a holder 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. In the event
that the signatures in this Letter or a notice of withdrawal, as the case may
be, are required to be guaranteed, such guarantees must be by an eligible
guarantor institution which is a member of The Securities Transfer Agents
Medallion Program (STAMP), The New York Stock Exchanges Medallion Signature
Program (MSP) or The Stock Exchanges Medallion Program (SEMP) (collectively,
"Eligible Institutions"). If Initial Notes are registered in the name of a
person other than the signer of this Letter, the Initial Notes surrendered for
exchange must be endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by the
Issuer in its sole discretion, duly executed by the registered holder with the
signature thereon guaranteed by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Initial Notes not tendered are to be sent or
issued, if different from the name and address of the person signing this
Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Initial
Notes by book-entry transfer may request that Initial Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as such
holder may designate.
5. RETURN OF NOTES. If any tendered Initial Notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Initial Notes
shall be returned, without expense, to the undersigned at the address shown in
Box 1 or at a different address as may be indicated herein under "Special
Delivery Instructions" (box 5).
6. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Initial Notes are accepted for exchange must provide the
exchange agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange 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, delivery to the holder of the
Page 11 Exhibit 99.1
<PAGE>
Exchange Notes pursuant to the Exchange Offer may be subject to back-up
withholding. (If withholding results in overpayment of taxes, a refund may
be obtained.). Exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these back-up withholding and
reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
Under federal income tax laws, payments that may be made by the Issuer on
account of Exchange Notes issued pursuant to the Exchange Offer may be subject
to back up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that he
or she is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Initial Notes are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for information on
which TIN to report.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Initial Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Initial
Notes not tendered are to be delivered to, or are to be issued in the name of,
any person other than the record holder, or if tendered certificates are
recorded in the name of any person other than the person signing this Letter, or
if a transfer tax is imposed by any reason other than the transfer of Initial
Notes to the Company or its order pursuant to the Exchange Offer, then the
amount of such transfer taxes (whether imposed on the record holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of taxes or exemption from taxes is not submitted with this Letter, the
amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
8. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to amend
or waive any of the specified conditions in the Exchange Offer in the case of
any Initial Notes tendered.
9. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Initial Notes or transmittal of this Letter will be
accepted.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Initial Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above, for further
instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered
Initial Notes or a Book-Entry Confirmation and all other required documents)
must be received by the Exchange Agent on or before the close of business on the
Expiration Date (as defined in the Prospectus).
IMPORTANT TAX INFORMATION
Under Federal income tax law, a holder of Initial Notes (a "Noteholder")
whose Initial Notes are surrendered for exchange is required to provide the
Exchange Agent with such Noteholder's correct TIN on Substitute Form W-9 (see
page 8). If such Noteholder is an individual, the TIN is his social security
number. If the
Page 12 Exhibit 99.1
<PAGE>
Exchange Agent is not provided with the correct TIN, the Noteholder may be
subject to a $50 penalty imposed by the Internal Revenue Service.
Certain Noteholders (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 Noteholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Exchange Agent.
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.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a Noteholder
with respect to any Initial Notes, the Noteholder is required to notify the
Exchange Agent of his correct TIN by completing the form on page 8 certifying
that the TIN provided on the Substitute Form W-9 is correct (or that such
Noteholder is awaiting a TIN).
What Number to Give the Exchange Agent
The Noteholder is required to give the Exchange Agent the social security
number or employer identification number of the record owner of the Initial
Notes. If the Initial Notes are 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 guidelines on which
number to report.
PURPOSE OF FORM W-9 -- A person who is required to file an information
return with the IRS must obtain your correct TIN to report income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, or contributions you made to an IRA. Use Form
W-9 to furnish your correct TIN to the requester (the person asking you to
furnish your TIN) and, when applicable, (1) to certify that the TIN you are
furnishing is correct (or that you are waiting for a number to be issued), (2)
to certify that you are not subject to backup withholding, and (3) to claim
exemption from backup withholding if you are an exempt payee. Furnishing your
correct TIN and making the appropriate certifications will prevent certain
payments from being subject to backup withholding.
NOTE: If a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form.
HOW TO OBTAIN A TIN -- If you do not have a TIN, apply for one immediately.
To apply, get FORM SS--5, application for a Social Security Number Card (for
individuals) from your local office of the Social Security Administration, or
FORM SS--4, Application for Employer Identification Number (for business and all
other entities) from your IRS office.
To complete Form W-9 if you do not have a TIN, check the space for
"Awaiting TIN" on Part 3, sign and date the form, and give it to the requester.
Generally, you will then have 60 days to obtain a TIN and furnish it to the
requester. If the requester does not receive your TIN within 60 days, backup
withholding, if applicable, will begin and continue until you furnish your TIN
to the requester. For reportable interest or dividend payments, the payer must
exercise one of the following options concerning backup withholding during this
60-day period. Under option (1), a payer must backup withhold on any reportable
interest or dividend payments made to your account, regardless of whether you
make any withdrawals. The backup withholding under option (2) must begin no
later than seven business days after the requester receives this form back.
Under option (2), the payer is required to refund the amounts withheld if your
certified TIN is received within the 60-day period and you were not subject to
backup withholding during that period.
NOTE: Checking "Awaiting TIN" on the form means that you have already
applied for a TIN, OR that you intend to apply for one in the near future.
Page 13 Exhibit 99.1
<PAGE>
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
Page 14 Exhibit 99.1
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer -- 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., 000-000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE GIVE THE SOCIAL FOR THIS TYPE OF EMPLOYER
OF ACCOUNT SECURITY ACCOUNT: IDENTIFICATION
NUMBER OF -- NUMBER OF --
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. An The 9. A valid trust estate, Legal entity (Do not
individual's individual or pension fund furnish the identifying
account number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title)
- ----------------------------------------------------------------------------------------------------
2. Two or more The actual owner of 10. Corporate account The corporation
individuals the account or, if
(joint account) combined funds, any
one of the individuals
- ----------------------------------------------------------------------------------------------------
3. Husband and The actual 11. Religious, The organization
wife (joint owner of the charitable, or
account) joint account educational
or, if joint organization
funds, either
person (1)
- ----------------------------------------------------------------------------------------------------
4. Custodian The minor (2) 12. Partnership The partnership
account of a account held
minor (Uniform in the name of
Gift to Minors the business
Act)
- ----------------------------------------------------------------------------------------------------
5. Adult and The adult or, 13. Association The organization
minor (joint if the minor
account) is the only
contributor,
the minor (1)
- ----------------------------------------------------------------------------------------------------
6. Account in The ward, 14. A broker The broker or nominee
the name of minor, or or registered
guardian or incompetent nominee
committee for person
a designated
ward, minor,
or incompetent
person
- ----------------------------------------------------------------------------------------------------
7. a. The The grantor-trustee 15. Account with the The public entity
usual (1) Department of
revocable Agriculture in the
savings trust name of a public entity
account (such as a State or
(grantor is local government,
also trustee) school district, or
b. So-called prison) that receives
trust account The actual owner (1) agricultural program
that is not a payment
legal or valid
trust under
State law
- ----------------------------------------------------------------------------------------------------
8. Sole The owner (4)
proprietorship
account
- ----------------------------------------------------------------------------------------------------
</TABLE>
Page 15 Exhibit 99.1
<PAGE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
Page 16 Exhibit 99.1
<PAGE>
OBTAINING A NUMBER
If you don't have a taxpayer identification 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, at the local office of
the Social Security Administration or the Internal Revenue Service and apply
for a number. (Section references are to the Internal Revenue Code)
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, political subdivision of a foreign government,
or agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof. A registered dealer in securities or commodities registered
in the U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a)
- An exempt charitable remainder trust or a non-exempt trust described
in section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940. A foreign central bank of issue.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify
the accuracy of your tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable causes 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 WITH RESPECT TO WITHHOLDING -
Willfully falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.
Page 17 Exhibit 99.1
<PAGE>
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
Page 18 Exhibit 99.1
