<PAGE> 1
EXHIBIT 99.3
Dear Shareholder:
This letter, the materials described below, and the accompanying Joint
Proxy Statement/Prospectus are being sent to you in connection with the
transactions contemplated by the Agreement to Consolidate dated June 22, 2000,
as amended, by and between Professionals Group, Inc. and Medical Assurance, Inc.
As more fully described in the accompanying Joint Proxy
Statement/Prospectus, if the proposed consolidation of Professionals Group and
Medical Assurance receives shareholder approval and is completed, then (1)
Medical Assurance and Professionals Group will become wholly-owned subsidiaries
of a newly formed holding company named ProAssurance corporation and (2) subject
to the adjustments and limitations set forth in the accompanying Joint Proxy
Statement/Prospectus, each share of Professionals Group common stock you own
will be converted into the right to receive YOUR CHOICE OF EITHER $26.00 in cash
OR $12.00 in cash and shares of holding company common stock initially worth
$14.00.
Now is the time for you to make your election as to the consideration
you wish to receive for your shares of Professionals Group common stock. All the
documents necessary to complete your election accompany this letter. Please
carefully review the accompanying Joint Proxy Statement/Prospectus and the
documents that follow:
1. The ELECTION FORM/LETTER OF TRANSMITTAL that enables you to
make your election and attach your stock certificate(s) (if
any) along with a SUBSTITUTE FORM W-9 to certify your taxpayer
identification/social security number.
2. INSTRUCTION BOOKLET regarding the Election Form/Letter of
Transmittal.
3. A RETURN ENVELOPE for mailing items to ChaseMellon Shareholder
Services, the Exchange Agent.
To make your election, please complete the Election Form/Letter of
Transmittal and the Substitute Form W-9, attach your Professionals Group or
PICOM stock certificate(s), if any, and deliver them to the Exchange Agent. The
Election Form/Letter of Transmittal and your stock certificate(s), if any, must
be received by the Exchange Agent by 5:00 p.m. New York City time on the date
that the consolidation takes place (the "Election Date"). We currently expect
the consolidation to take place in ______________, 2001. If you cannot locate
your stock certificate(s), contact ChaseMellon Shareholder Services at (800)
___-____ immediately to receive replacement instructions.
If you hold shares in book entry form you must complete the Election
Form/Letter of Transmittal and the Substitute From W-9, and deliver them to the
Exchange Agent.
If you fail to make a proper election for any of your Professionals
Group shares by the Election Date, then, subject to the adjustments and
limitations set forth in the accompanying Joint Proxy Statement/Prospectus, each
of those shares will be converted into $12.00 cash and shares of holding company
common stock initially worth $14.00.
<PAGE> 2
If the consolidation is not completed for any reason, then (1) your
election will be void and of no effect and (2) the certificate(s) for shares of
Professionals Group you previously delivered to the Exchange Agent will be
promptly returned.
If you should have any questions regarding the forms or the election
process, please contact ChaseMellon Shareholder Services at (800) ___-____.
Sincerely, Sincerely,
William H. Woodhams Victor T. Adamo
Chairman President and Chief Executive Officer
<PAGE> 3
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
OF
SHARES OF COMMON STOCK OF
PROFESSIONALS GROUP, INC.
PURSUANT TO THE ELECTION FORM/LETTER OF TRANSMITTAL
This form or a facsimile hereof must be used to make your election if:
(a) the certificates for your shares of common stock of Professionals
Group, Inc. are not immediately available;
(b) the procedure for book-entry transfer of your shares of Professionals
Group common stock cannot be completed on a timely basis; or
(c) the Election Form/Letter of Transmittal (or a facsimile thereof) and
all other required documents cannot be delivered to the Exchange Agent
prior to 5:00 p.m. New York City time on the date that the
consolidation of Professionals Group and Medical Assurance, Inc. takes
place (the "Election Date").
The consolidation is currently expected to be completed in
__________________.
This form, properly completed and duly executed, may be delivered by
hand, mail or facsimile transmission to the Exchange Agent.
THE EXCHANGE AGENT IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY REGISTERED OR CERTIFIED MAIL: BY FACSIMILE TRANSMISSION:
Reorganization Department (201) 373-5293
Post Office Box 3301
South Hackensack, NJ 07606-1901
CONFIRM RECEIPT OF FACSIMILE BY TELEPHONE:
(201) 373-5140
BY HAND OR OVERNIGHT DELIVERY:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Dept.
85 Challenger Road
Ridgefield Park, NJ 07660
Delivery of this instrument to an address other than as set forth above
or transmission of instructions via facsimile number other than as set forth
above does not constitute valid delivery.
<PAGE> 4
This form is not to be used to guarantee signatures. If a signature on
an Election Form/Letter of Transmittal is required to be guaranteed by an
"eligible institution" under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the
Election Form/Letter of Transmittal.
<PAGE> 5
Ladies and Gentlemen:
The undersigned hereby surrenders to the Exchange Agent, upon the terms
and subject to the conditions set forth in the Election Form/Letter of
Transmittal and related instruments, receipt of which is hereby acknowledged,
the number of shares of common stock of Professionals Group, Inc. specified
below pursuant to the guaranteed delivery procedure set forth below.
<TABLE>
<S> <C>
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- SIGN HERE -
(PLEASE TYPE OR PRINT)
CERTIFICATE NOS. (IF AVAILABLE):
--------- ----------------------------------
NUMBER OF SHARES:
------------------------ ----------------------------------
SIGNATURE(S)
DATED:
------------------------------------------ ---------------------------
NAME(S)
IF THE SHARES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER,
FILL IN THE APPLICABLE ACCOUNT NUMBER BELOW:
------------------------------------------
ADDRESS
THE DEPOSITORY TRUST COMPANY
------------------------------------------
DTC ACCOUNT NUMBER: _________________
------------------------------------------
AREA CODE(S) AND TELEPHONE NUMBER(S) TRANSACTION CODE NUMBER: _____________
</TABLE>
GUARANTEED DELIVERY PROCEDURE
In order for your election to be effective, the Exchange Agent must receive a
properly completed Election Form/Letter of Transmittal, accompanied by the
certificates representing the shares of Professionals Group common stock
currently held by you (or a proper guarantee of delivery, as described below),
no later than two days after the completion of the consolidation. The
consolidation is expected to be completed in ______, 2001. Persons whose
certificates are not immediately available also may make an election by
completing the Election Form/Letter of Transmittal (or a facsimile thereof) and
submitting it to the Exchange Agent by the Election Date and by having this
Notice of Guaranteed Delivery properly completed and duly executed by a member
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States (subject to the condition that the
certificates, the delivery of which is hereby guaranteed, are in fact delivered
to the Exchange Agent no later than 5:00 p.m., New York City time, on the third
business day after the Election Date (the "Guaranteed Delivery Deadline")).
Unless you deliver a properly completed Election Form/Letter of Transmittal and
all of your certificates for Professionals Group common stock to the Exchange
Agent by the Election Date (unless a Guaranty of Delivery has been properly
completed and delivered by the Election Date and such certificates are received
by the Exchange Agent by the Guaranteed Delivery Deadline),
<PAGE> 6
then you will be deemed to have made no election with respect to those shares
and, subject to the limitations set forth in the accompanying Joint Proxy
Statement/Prospectus, each of those shares will be converted into $12.00 cash
and shares of holding company common stock initially worth $14.00.
<PAGE> 7
DELIVERY GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION,
SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR
INSTITUTION," AS SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN
"ELIGIBLE INSTITUTION"), GUARANTEES THE DELIVERY TO THE EXCHANGE AGENT OF THE
SHARES SURRENDERED HEREBY, IN PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT
THE SHARES SURRENDERED HEREBY HAVE BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR
BOOK-ENTRY TRANSFER SET FORTH IN THIS NOTICE OF GUARANTEED DELIVERY INTO THE
EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY, TOGETHER WITH A
PROPERLY COMPLETED AND DULY EXECUTED ELECTION FORM (OR FACSIMILE THEREOF) AND
ANY OTHER REQUIRED DOCUMENTS, ALL WITHIN THREE (3) NEW YORK STOCK EXCHANGE, INC.
TRADING DAYS OF THE DATE HEREOF.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Election Form/Letter of
Transmittal and certificates representing shares of Professionals Group common
stock to the Exchange Agent within the time period set forth herein. Failure to
do so could result in a financial loss to such Eligible Institution.
Authorized Signature:
----------------------------------------------------------
Name:
--------------------------------------------------------------------------
(Please Print)
Title:
-------------------------------------------------------------------------
Name of Firm:
------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone Number:
------------------------------------------------
Date:
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<PAGE> 8
INSTRUCTION BOOKLET FOR ELECTION FORM/LETTER OF TRANSMITTAL
1. SHARE IDENTIFICATION. You must identify the shares of Professionals
Group common stock that you own. Under Section 1 of the Election Form/Letter of
Transmittal, next to your name and address, please insert the total number of
shares of Professionals Group common stock you are submitting for exchange.
2. ELECTION. You must choose the consideration you would like to
receive for each share of Professionals Group common stock you own. Subject to
the adjustments and limitations described in the Joint Proxy
Statement/Prospectus, each of your shares of Professionals Group common stock
may be converted into either $26.00 cash (a "cash election") or $12.00 cash and
shares of holding company common stock initially worth $14.00 (a "combination
election"). You are not required to make the same election for all of your
shares of Professionals Group common stock. You may make a cash election with
respect to some of your shares of Professionals Group common stock and you may
make a combination election with respect to the rest of your shares of
Professionals Group common stock. However, the sum of your elections must be
equal to the total number of shares of Professionals Group common stock you hold
in order for your Election Form/Letter of Transmittal to be properly completed.
CASH ELECTION. You may choose to make a cash election with respect to
your shares of Professionals Group common stock and receive, subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
$26.00 in cash for each share of Professionals Group common stock for which you
wish to receive only cash. Under Section 2 of the Election Form/Letter of
Transmittal check Box 1--"Exchange all shares for cash pursuant to the cash
election".
COMBINATION ELECTION. You may choose to make a combination election
with respect to your shares of Professionals Group common stock and receive,
subject to the adjustments and limitations described in the Joint Proxy
Statement/Prospectus, a combination of $12.00 in cash and shares of holding
company common stock initially worth $14.00 for each share of Professionals
Group common stock for which you wish to receive cash and shares of holding
company common stock. Under Section 1 of the Election Form/Letter of Transmittal
check Box 2--"Exchange all shares for cash and shares of holding company common
stock pursuant to the combination election".
Because we cannot predict the market price of shares of holding company
common stock prior to or following the completion of the consolidation, to
determine the number of shares of holding company common stock that has an
initial value of $14.00, we will divide $14.00 by the average sales price of
Medical Assurance common stock during a 20 trading day period preceding the
completion of the consolidation.
NON-ELECTION. In the event you fail to either make an election or
properly submit the Election Form/Letter of Transmittal to the Exchange Agent,
then you will be deemed to have made a combination election and you will receive
cash and shares of holding company common stock for your shares of Professionals
Group common stock pursuant to the provisions of the consolidation agreement.
<PAGE> 9
As explained in the Joint Proxy Statement/Prospectus because the total
amount of cash that can be paid to Professionals Group shareholders as a group
may not exceed 90% of the total consideration payable with respect to all
outstanding shares of Professionals Group common stock. If the cash
consideration elected by Professionals Group shareholders is more than the
amount of cash available for payment, then some cash elections will be converted
to combination elections, and the shares of Professionals Group common stock
subject to such converted elections will be exchanged for a combination of cash
and shares of holding company common stock as if the holder had made a
combination election. The cash elections subject to such conversion will be
selected by the Exchange Agent in the order last received by the Exchange Agent.
RECEIPT OF CERTIFICATES. The Exchange Agent will issue you a single
check and/or a single book entry representing holding company common stock. If
you would prefer to receive a stock certificate, please check the appropriate
box under Section 2 of the Election Form/Letter of Transmittal. If you request a
stock certificate, the Exchange Agent will issue a single certificate
representing the holding company common stock.
3. SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS. If you want the holding
company common stock certificates being issued to you pursuant to the
consolidation to be registered in the name of, and/or if you want the cash being
paid to you pursuant to the consolidation to be payable to, someone other than
the person or entity listed on your Professionals Group stock certificate, then
you must complete and sign the "Special Transfer or Payment Instructions" under
Section 3 of the Election Form/Letter of Transmittal.
If you fill out the "Special Transfer or Payment Instructions" box, you must
have your signature(s) medallion guaranteed by an eligible institution, a member
firm of a registered national securities exchange, a member of the NASD, Inc.,
or a commercial bank or trust company in the United States. See the General
Instructions below.
4. SPECIAL DELIVERY INSTRUCTIONS. If you want the holding company
common stock certificates and/or the cash being issued or paid to you pursuant
to the consolidation to be registered or payable to you but sent to someone
else, then you must complete and sign the "Special Delivery Instructions" under
Section 4 of the Election Form/Letter of Transmittal.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If you have lost any or all
of the stock certificates representing your shares of Professionals Group common
stock you will need to contact ChaseMellon Shareholder Services at (800)
685-4258 immediately to receive replacement instructions.
6. COMPLETE SUBSTITUTE FORM W-9. In order to avoid having 31% of your
payment withheld for federal income tax purposes, you must complete the
Substitute Form W-9 set forth in the Election Form/Letter of Transmittal.
<PAGE> 10
7. GENERAL INSTRUCTIONS:
REVOCATION OR CHANGE OF ELECTION. An election may be revoked or changed
by the person who submitted the Election Form/Letter of Transmittal to the
Exchange Agent by written notice to the Exchange Agent, or by withdrawal of the
shares of Professionals Group common stock deposited by such person with the
Exchange Agent, prior to the Election Date. A holder may submit a new Election
Form/Letter of Transmittal at the time the holder revokes an earlier election or
at any time after revoking an earlier election but before the Election Date. If
a new election is not made, then the holder will be deemed not to have made an
election, and the Exchange Agent will retain the stock certificate(s) tendered
with the revoked election until the time the shares are exchanged upon
completion of the consolidation. If the consolidation agreement is terminated,
all Election Forms/Letters of Transmittal will automatically be revoked and the
stock certificates tendered will be promptly returned.
ELECTION PROCEDURES. A description of the election procedures is
contained in the Joint Proxy Statement/Prospectus under "The Consolidation -
Exchange of Stock Certificate Procedures" and is fully set forth in the
consolidation agreement. All elections are subject to compliance with such
procedures. In connection with making any election, you should read carefully,
among other matters, the information contained in the Joint Proxy
Statement/Prospectus under "The Consolidation - Consideration to be Received in
the Consolidation." See also "Material Federal Income Tax Consequences" in the
Joint Proxy Statement/Prospectus for a discussion of the anticipated material
federal income tax consequences of the consolidation.
EXECUTION AND DELIVERY. The Election Form/Letter of Transmittal must be
properly filled in, dated, and signed in all applicable places, and must be
delivered (together with all of the other required materials) to the Exchange
Agent at the address as set forth therein. The method of delivery of all
documents is at your option and risk, but if you choose to return your materials
by mail, we suggest you send them by registered mail, return receipt requested,
properly insured, using the enclosed envelope.
SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on the Election Form/Letter of Transmittal
should correspond exactly with the name(s) as written on the face of the
certificate(s) submitted unless the shares of Professionals Group common stock
described on this form have been assigned by the registered holder(s), in which
event the Election Form/Letter of Transmittal should be signed in exactly the
same form as the name of the last transferee indicated on the transfers attached
to or endorsed on the certificates.
If the Election Form/Letter of Transmittal is signed by a person or
persons other than the registered holder(s) of the certificates, the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered owner(s) appears on
the certificates.
If the Election Form/Letter of transmittal or any stock certificate(s)
or stock power(s) is signed by a trustee, executor, administrator, guardian,
officer of a corporation, attorney-in-fact,
<PAGE> 11
or any other person acting in a representative or fiduciary capacity, the person
signing must give such person's full title in such capacity.
GUARANTEE OF SIGNATURE. No signature guarantee is required on the
Election Form/Letter of Transmittal if it is signed by the registered holder(s)
of the shares of Professionals Group common stock surrendered therewith, and the
shares of holding company common stock and/or the check are to be issued and/or
payable to the record holder(s) without any change or correction in the name of
the record holder(s). In all other cases, all signatures on the Election
Form/Letter of Transmittal must be guaranteed. All signatures required to be
guaranteed must be guaranteed by a member firm of a registered national
securities exchange or of the NASD, Inc., or a commercial bank or trust company
in the United States. Public notaries cannot execute acceptable guarantees of
signatures.
MISCELLANEOUS. A single check, or wire transfer, and/or stock
certificates or a single book entry representing shares of holding company
common stock to be received will be issued to you unless you have instructed us
otherwise in the Election From/Letter of Transmittal.
All questions with respect to the Election Form/Letter of Transmittal
(including, without limitation, questions relating to the timeliness or
effectiveness of revocation or any election and computations as to any
adjustments) will be determined by the Exchange Agent, which determination shall
be conclusive and binding.
BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under
the "backup withholding" provisions of U.S. federal income tax law, any payments
made to you pursuant to the consolidation may be subject to backup withholding
of 31%. To prevent backup withholding, you must complete and sign the Substitute
Form W-9 included in Step 4 of this form and either: (a) provide your correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct (or that you are awaiting a TIN), and that (i)
you have not been notified by the IRS that you have been subjected to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified you that you are no longer subject to backup withholding;
or (b) provide an adequate basis for exemption.
If you do not provide the Exchange Agent with your taxpayer
identification number on the Substitute Form W-9, then the Exchange Agent will
retain 31% of cash payments made to you during the 60-day period following the
date of the Substitute Form W-9. If you furnish the Exchange Agent with your TIN
within 60 days of the date of the Substitute Form W-9, the Exchange Agent will
remit such amounts retained during the 60-day period to you. If, however, you
have not provided the Exchange Agent with your TIN within such 60-day period,
the Exchange Agent will remit such previously retained amounts to the IRS as
backup withholding.
In general, if you are an individual, the TIN is your social security
number. If the certificates for Professionals Group common stock are registered
in more than one name or are not in the name of the actual owner, consult the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (copies of which may be obtained from the Exchange Agent) for
additional guidance on which number to report. If the Exchange Agent is
<PAGE> 12
not provided with the correct TIN or an adequate basis for exemption, the holder
may be subject to a $50 penalty imposed by the IRS and backup withholding at a
rate of 31%. Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, such holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. A form for such statements can be obtained from the
Exchange Agent.
For further information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to obtain a TIN if you do
not have one and how to complete the Substitute Form W-9 if stock is held in
more than one name), consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (copies of which may be obtained
from the Exchange Agent).
Failure to complete the Substitute Form W-9 will not, by itself, cause
your shares of Professionals Group common stock to be deemed invalidly tendered,
but may require the Exchange Agent to withhold 31% of the amount of any payments
made pursuant to the consolidation. Backup withholding is not an additional U.S.
federal income tax. Rather, the U.S. federal income tax liability of a person
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 IRS.
TRANSFER TAXES. If you completed the "Special Transfer or Payment
Instructions" box above in Step 2, you must pay the Exchange Agent any and all
required transfer or other taxes or must establish that such tax has been paid
or is not applicable.
<PAGE> 13
<TABLE>
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RETURN THIS
Return this form with ELECTION FORM/LETTER OF TRANSMITTAL Do you need
any stock AND YOUR PROFESSIONALS GROUP, INC. assistance?
Certificates to STOCK CERTIFICATES TO Call us TOLL FREE
ChaseMellon CHASEMELLON SHAREHOLDER SERVICES AS FOLLOWS: 1-800-684-6823
--------------------------- ----------------------
By Mail: By Hand: By Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Rd - Mall Drop-Reorg
South Hackensack, NJ 07606-1901 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
1. ABOUT YOU AND YOUR SHARES - INDICATE ADDRESS CHANGE AS NECESSARY BELOW
Description of Shares Enclosed
Certificate Number Number of Shares
Total Certificated Shares
Total Book Entry Shares
2. ELECTION OPTIONS AND REQUIRED SIGNATURES +All certificates MUST accompany this form+
[ ] 1. Exchange all shares [ ] 2. Exchange all shares for [ ] 3. Exchange _____ shares solely for
for cash pursuant to the cash cash and shares of cash pursuant to the cash election and
election. holding company common stock the balance for cash and shares of
pursuant to the combination election. holding company common stock pursuant to
the combination election. (Please write
the number of shares that you would like
to exchange solely for cash pursuant to
the cash election in the blank.)
</TABLE>
UNLESS YOU CHECK THE BOX BELOW, ANY SHARES OF HOLDING COMPANY COMMON STOCK TO
WHICH YOU MAY BE ENTITLED WILL BE ISSUED AS BOOK-ENTRY SHARES OF HOLDING COMPANY
COMMON STOCK.
[ ] Check here if you would like certificate(s) for any shares of holding
company common stock to which you may be entitled.
<TABLE>
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REQUIRED SIGNATURES - All shareholders must sign below. The SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER:
shareholder whose Social Security Number of Employer Identification
Number appears to the right must sign the W-9 Certification. W-9 CERTIFICATION - I certify under penalties of perjury
that the number shown above is my correct Taxpayer
X Identification Number (TIN), that I have entered the
------------------------------------------------------------------ correct TIN or that I am waiting for a TIN to be issued to
Signature of Shareholder Date me and I am not subject to withholding. If I fail to
furnish my correct TIN I may be subject to a penalty by the
X IRS. Also, such a failure would result in backup
------------------------------------------------------------------- withholding of 31% of any payment made to me.
Signature of Shareholder Date
(if joint account)
(_______) X
------------------------------------------------------------------- ----------------------------------------------------------
Daytime Phone Number, including Area Code Signature Date
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</TABLE>
<PAGE> 14
<TABLE>
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3. SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS 4. SPECIAL DELIVERY INSTRUCTIONS
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The check and/or shares from the exchange will be issued in the The check and/or shares from the exchange will be mailed to
name(s) above unless you indicate a different name below. Your the address shown above unless you indicate a different
signature and a Signature Guarantee are required. The Substitute address below:
Form W-9 to the right must be completed by the new account holder.
----------------------------------------------------- -------------------------------------------------------
NAME NAME
----------------------------------------------------- -------------------------------------------------------
NAME ADDRESS
----------------------------------------------------- -------------------------------------------------------
ADDRESS CITY-STATE-ZIP
-----------------------------------------------------
CITY-STATE-ZIP
X PLEASE SEE THE REVERSE SIDE OF THIS FORM
----------------------------------------------------
AUTHORIZED SIGNATURE(S)
PLACE MEDALLION
SIGNATURE GUARANTEE HERE
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</TABLE>
5. LOST, STOLEN OR DESTROYED CERTIFICATE(S)
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If your stock certificates have been lost, stolen or destroyed, please call
ChaseMellon Shareholder Services, L.L.C. at 1-800-685-4258 for instructions on
obtaining and submitting an affidavit of loss with respect to those
certificates.
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<PAGE> 15
NOTE: YOU MUST COMPLETE THIS FORM W-9 ONLY IF YOU COMPLETED SECTION 3 OR
SECTION 4 OF THE ELECTION FORM/LETTER OF TRANSMITTAL.
PAYOR: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
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SUBSTITUTE FORM W-9 REQUEST FOR TAXPAYER GIVE FORM TO THE
DEPARTMENT OF THE TREASURY IDENTIFICATION NUMBER AND CERTIFICATION REQUESTER. DO NOT
INTERNAL REVENUE SERVICE SEND TO THE IRS.
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Name (if a joint account or you changed your name, contact the Exchange Agent.)
PLEASE
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Business name, if different from above.
PRINT
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Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other __________
OR
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Address (number, street, and apt. or suite no.) Requester's name and address (optional)
TYPE
---------------------------------------------------------------------
City, state and ZIP code
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PART I TAXPAYER IDENTIFICATION NUMBER (TIN) List account number(s) here (optional)
-----------------------------------------------------------------------------------------
Enter your TIN in the appropriate box. For
individuals, this is your social security
number (SSN). For entities, it is your ----------------------------------
employer identification number (EIN). SOCIAL SECURITY NUMBER
OR ---------------------------------------
PART II FOR PAYEES EXEMPT FROM
---------------------------------- BACKUP WITHHOLDING (SEE THE
EMPLOYER IDENTIFICATION NUMBER INSTRUCTION BOOKLET.)
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PART III CERTIFICATION
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to
backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions,
item 2 does not apply. For mortgage interest paid, acquisition or abandonment or secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your correct TIN.
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SIGN
HERE SIGNATURE DATE
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</TABLE>
