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EXHIBIT 99.2
INSTRUCTIONS AS TO USE OF M-TRON INDUSTRIES, INC.
SUBSCRIPTION CERTIFICATES
AND
INTERNATIONAL HOLDER TRANSFER FORMS
AND
EXCLUDED HOLDER TRANSFER FORMS
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CONSULT THE SUBSCRIPTION AGENT, YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the "Rights
Offering") by M-tron Industries, Inc., a Delaware corporation ("M-tron"), to
the holders of common stock (the "Lynch Common Stock") of its indirect
parent, Lynch Corporation, an Indiana corporation ("Lynch"), as described in
M-tron's Prospectus dated _______________, 2000 (the "Prospectus"). Holders
of record of Lynch Common Stock at the close of business on ________________,
2000 (the "Record Date") are receiving one (1) transferable subscription
right (the "Rights") for each share of Lynch Common Stock held by them on the
Record Date to purchase shares of M-tron Class A common stock, par value
$0.01 per share (the "M-tron Common Stock"). An aggregate of up to 1,510,185
Rights exercisable to purchase an aggregate of 1,006,790 shares of M-tron
Common Stock are being distributed in connection with the Rights Offering.
Each one and one-half (1.5) Rights is exercisable, upon payment of $5.00 in
cash (the "Subscription Price"), to purchase one share of M-tron Common Stock
(the "Basic Subscription Privilege"). In addition, subject to the allocation
described below, each Right also carries the right to subscribe at the
Subscription Price for an unlimited number of additional shares of M-tron
Common Stock (the "Over-subscription Privilege"). Shares of M-tron Common
Stock will be available for purchase pursuant to the Over-subscription
Privilege only to the extent that all the shares of M-tron Common Stock are
not subscribed for through the exercise of the Basic Subscription Privilege
by the Expiration Date (as defined below). If the shares of M-tron Common
Stock so available are not sufficient to satisfy all subscriptions pursuant
to the Over-subscription Privilege, the available shares of M-tron Common
Stock will be allocated PRO RATA (subject to the elimination of fractional
shares) among the holders of Rights who exercise the Over-subscription
Privilege in proportion to the number of rights evidenced by their respective
subscription certificates; provided, however, that if such PRO RATA
allocation results in any holder being allocated a greater number of shares
of M-tron Common Stock than such holder subscribed for pursuant to the
exercise of such holder's Over-subscription Privilege, then such holder will
be allocated only such number of shares of M-tron Common Stock as such holder
subscribed for and the remaining shares of M-tron Common Stock will be
allocated among all other holders exercising Over-subscription Privileges;
provided further, however, that if all available shares are not so allocated,
the remaining available shares will be allocated among those holders of
Rights whose exercise of the Over-subscription Privilege has not been fully
satisfied, again based on the number of rights evidenced by such holders'
respective subscription certificates. If you have requested to purchase more
shares than are allocated to you, the unused portion of the amount tendered
by you will be returned to you, without interest or deduction, promptly after
the consummation of the Rights Offering (the date upon which such
consummation of the Rights Offering occurs being referred to herein as the
"Closing Date"). See "The Offering" in the Prospectus.
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No fractional shares of M-tron Common Stock will be issued.
The Rights will expire at 5:00 p.m., Eastern Standard Time, on
___________, 2000, unless extended (the "Expiration Date").
The number of Rights to which you are entitled is printed on the
face of your subscription certificate. You should indicate your wishes with
regard to the exercise or transfer of your Rights by completing the
appropriate form or forms on your subscription certificate and returning the
certificate to the Subscription Agent in the envelope provided. If you are
located in the States of Minnesota, ________ or ____________, or outside of
the United States, or have an APO or FPO address (the "Excluded Locations")
you may not exercise your rights, although you may transfer them and,
therefore, you have not been provided with a subscription certificate, but
have instead received an Excluded Holder Transfer Form (if you are located in
Minnesota or another excluded state within the United States) or an
International Holder Transfer Form (if you are located outside of the United
States, or have an APO or FPO address). You should indicate your wishes with
regard to the transfer of your Rights by completing the Excluded Holder
Transfer Form or the International Holder Transfer Form, as appropriate, and
returning it to the Subscription Agent by mail or by telecopy at the address
and telecopier number provided below.
YOUR SUBSCRIPTION CERTIFICATE, EXCLUDED HOLDER TRANSFER FORM OR
INTERNATIONAL HOLDER TRANSFER FORM MUST BE RECEIVED BY THE SUBSCRIPTION
AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR SUBSCRIPTION
CERTIFICATE MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE,
INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION
AGENT, ON OR BEFORE 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT.
1. SUBSCRIPTION PRIVILEGE.
To exercise Rights, complete Form 1 of the subscription certificate
and send your properly completed and executed subscription certificate,
together with payment in full of the Subscription Price for each share of
M-tron Common Stock subscribed for pursuant to the Basic Subscription
Privilege and the Over-subscription Privilege, to the Subscription Agent.
Payment of the Subscription Price must be made in U.S. dollars for the full
number of shares of M-tron Common Stock being subscribed for (a) by check or
bank draft drawn upon a U.S. bank or postal, telegraphic or express money
order payable to American Stock Transfer & Trust Company as Subscription
Agent, or (b) by wire transfer of same day funds to the account maintained by
the Subscription Agent for such purpose at ___________________________,
Account No. _____________, ABA No. ____________. Any wire transfer of funds
should clearly indicate the identity of the subscriber who is paying the
Subscription Price by the wire transfer. The Subscription Price will be
deemed to have been received by the Subscription Agent only upon (i) the
clearance of any uncertified check, (ii) the receipt by the Subscription
Agent of any certified check or bank draft drawn upon a U.S. bank, or any
postal, telegraphic or express money order, or (iii) the receipt of good
funds in the Subscription Agent's account designated above. If paying by
uncertified personal check, please note that the funds paid thereby may take
up to five business days to clear. Accordingly, holders of Rights who wish to
pay the Subscription Price by means of uncertified personal check are urged
to make payment sufficiently in advance of the Expiration Date to ensure that
such payment is received and clears by such date and are urged to consider
payment by means of certified or cashier's check, money order or wire
transfer of funds. You may also
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transfer your subscription certificate to your bank or broker in accordance
with the procedures specified in Section 3(a) below, by making arrangements
with such bank or broker for the delivery of funds on your behalf and
requesting such bank or broker to exercise the subscription certificate on
your behalf. Alternatively, you may cause a written guarantee substantially
in the form provided by M-tron with these instructions (the "Notice of
Guaranteed Delivery") from a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or from a commercial bank or trust company having an office or correspondent
in the United States (each of the foregoing being an "Eligible Institution"),
to be received by the Subscription Agent at or prior to the Expiration Date
together with payment in full of the applicable Subscription Price. Such
Notice of Guaranteed Delivery must state your name, the number of Rights
represented by your subscription certificate and the number of Rights being
exercised pursuant to the Basic Subscription Privilege and the number of
shares of M-tron Common Stock, if any, being subscribed for pursuant to the
Over-subscription Privilege, and guarantee the delivery to the Subscription
Agent of your properly completed and executed subscription certificates
within three business days following the date of the Notice of Guaranteed
Delivery. If this procedure is followed, your subscription certificates musts
be received by the Subscription Agent within three business days of the
Notice of Guaranteed Delivery. Additional copies of the Notice of Guaranteed
Delivery may be obtained upon request from the Subscription Agent at the
address, or by calling the telephone number, indicated below.
Banks, brokers and other nominee holders of Rights who exercise
Rights and the Over-subscription Privilege on behalf of beneficial owners of
Rights will be required to certify to the Subscription Agent and M-tron, in
connection with the exercise of the Over-subscription Privilege, as to the
aggregate number of Rights that have been exercised and the number of shares
that are being subscribed for pursuant to the Over-subscription Privilege, by
each beneficial owner of Rights on whose behalf such nominee holder is
acting. If more shares of M-tron Common Stock are subscribed for pursuant to
the Over-subscription Privilege than are available for sale, shares of M-ton
Common Stock will be allocated, as described above, among persons exercising
the Over-subscription Privilege in proportion to the number of rights
evidenced by such persons' respective subscription certificates.
The address, telephone and telecopier numbers of the Subscription
Agent are as follows:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
FACSIMILE TRANSMISSION:
(718) 234-5001
TELEPHONE:
(718) 921-8200
If you exercise less than all of the Rights evidenced by your
subscription certificate by so indicating in Form 1of your subscription
certificate, the Subscription Agent will issue to you a new subscription
certificate evidencing the unexercised Rights. However, you should be aware
that if you choose to have a new subscription certificate sent to you, you
might not receive such new subscription certificate in sufficient time to
permit you to sell or exercise the Rights evidenced thereby. If you have not
indicated the number of Rights being exercised, or if you have not forwarded
full payment of the
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Subscription Price for the number of Rights that you have indicated are being
exercised, you will be deemed to have exercised the Basic Subscription
Privilege with respect to the maximum number of whole shares of M-tron Common
Stock which may be purchased for the Subscription Price payment delivered by
you and to the extent that the Subscription Price payment delivered by you
exceeds the product of the Subscription Price multiplied by the number of
shares of M-tron Common Stock that may be purchased through the exercise of
Rights evidenced by the subscription certificates or International Holder
Subscription Forms delivered by you (such excess being the "Subscription
Excess"), you will be deemed to have exercised your Over-subscription
Privilege to purchase, to the extent available, that number of whole shares
of M-tron Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price.
2. DELIVERY OF STOCK CERTIFICATES, ETC.
The following deliveries and payments will be made to the address
shown on the face of your subscription certificate unless you provide
instructions to the contrary on Form 3 of your subscription certificate.
(a) BASIC SUBSCRIPTION PRIVILEGE AND OVER-SUBSCRIPTION PRIVILEGE.
Promptly after the Closing Date, the Subscription Agent will mail to each
exercising Rights holder certificates representing shares of M-tron Common
Stock purchased pursuant to the Basic Subscription Privilege and the
Over-subscription Privilege.
(b) CASH PAYMENTS. Promptly after the Expiration Date, the
Subscription Agent will mail to each Rights holder who exercises the
Over-subscription Privilege any excess funds received in payment of the
Subscription Price for shares of M-tron Common Stock that are subscribed for
by such Rights holder but not allocated to such Rights holder pursuant to the
Over-subscription Privilege.
3. SELL OR TRANSFER RIGHTS.
(a) SALE OF RIGHTS THROUGH A BANK OR BROKER. To sell all Rights
evidenced by a subscription certificate through your bank or broker, so
indicate on Form 2 and deliver your properly completed and executed
subscription certificate to your bank or broker. Your subscription
certificate should be delivered to your bank or broker in ample time for it
to be exercised. If Form 2 is completed without designating a transferee, the
Subscription Agent may thereafter treat the bearer of the subscription
certificate as the absolute owner of all of the Rights evidenced by such
subscription certificate for all purposes, and the Subscription Agent shall
not be affected by any notice to the contrary. Because your bank or broker
cannot issue subscription certificates, if you wish to sell less than all of
the Rights evidenced by the subscription certificate, either you or your bank
or broker must instruct the Subscription Agent as to the action to be taken
with respect to the Rights not sold, or you or your bank or broker must first
have your subscription certificate divided into subscription certificates of
appropriate denominations by following the instructions in paragraph 4 of
these instructions. The subscription certificates evidencing the number of
Rights you intend to sell can then be transferred by your bank or broker in
accordance with the instructions in this paragraph 3(a).
(b) TRANSFER OF RIGHTS. To transfer all of your Rights to a
transferee other than a bank or broker, you must complete Form 2 in its
entirety, execute the subscription certificate and have your signature
guaranteed by an Eligible Guarantor Institution or properly complete your
Excluded Holder Transfer Form or your International Holder Form, as
appropriate. Excluded Holder Transfer Forms and
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International Holder Transfer Forms may returned to the Subscription Agent by
mail or by telecopy to the number below. Subscription certificates may not be
returned to the Subscription Agent by telecopy. A subscription certificate
that has been properly transferred (except one transferred pursuant to an
Excluded Holder Transfer Form or an International Holder Transfer Form) in
its entirety may not be exercised by a new holder without having a new
subscription certificate issued. Where a subscription certificate has been
properly transferred, the Subscription Agent will issue to the transferee a
new subscription certificate unless such transferee is located in an Excluded
Location, in which case the subscription agent shall issue to such transferee
an Excluded Holder Transfer Form or an International Holder Transfer Form, as
appropriate. You should be aware that, as a result of delays in the mail, the
time of the transmittal, the necessary processing time and other factors, a
transferee pursuant to an Excluded Holder Transfer Certificate or an
International Holder Transfer Certificate might not receive a new
subscription certificate in time to enable the Rights holder to complete a
sale or exercise by the Expiration Date. Because only the Subscription Agent
can issue subscription certificates, if you wish to transfer less than all of
the Rights evidenced by your subscription certificate to a designated
transferee, you must instruct the Subscription Agent as to the action to be
taken with respect to the Rights not sold or transferred, or you must divide
your subscription certificate into subscription certificates of appropriate
smaller denominations by following the instructions in paragraph 4 below. The
subscription certificate evidencing the number of Rights you intend to
transfer can then be transferred by following the instructions in this
paragraph 3(b).
4. TO HAVE A SUBSCRIPTION CERTIFICATE DIVIDED INTO SMALLER
DENOMINATIONS.
Send your subscription certificate, together with complete separate
instructions (including specification of the denominations into which you
wish your Rights to be divided) signed by you, to the Subscription Agent,
allowing a sufficient amount of time for new subscription certificates to be
issued and returned so that they can be used prior to the Expiration Date.
Alternatively, you may ask a bank or broker to effect such actions on your
behalf. Your signature must be guaranteed by an Eligible Guarantor
Institution if any of the new subscription certificates are to be issued in a
name other than that in which the old subscription certificate was issued.
You should be aware that, as a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors, you or your
transferee might not receive such new subscription certificates in time to
enable the Rights holder to complete a sale or exercise by the Expiration
Date. Neither the Company nor the Subscription Agent will be liable to either
a transferor or transferee for any such delays.
5. EXECUTION.
(a) EXECUTION BY REGISTERED HOLDER. The signature on the
subscription certificate, the Excluded Holder Transfer Form or the
International Holder Transfer Form must correspond with the name of the
registered holder exactly as it appears on the face of the subscription
certificate or, in the case of holders located in Excluded Locations, the
name of the registered holder as shown on the records of Lynch, without any
alteration or change whatsoever. Persons who sign the subscription
certificate, the Excluded Holder Transfer Form or the International Holder
Transfer Form in a representative or other fiduciary capacity must indicate
their capacity when signing and, unless waived by the Subscription Agent in
its sole and absolute discretion, must present to the Subscription Agent
satisfactory evidence of their authority to so act.
(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the
subscription certificate, the Excluded Holder Transfer Form or the
International Holder Transfer Form is executed by a person other
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than the holder named on the face of the subscription certificate or shown on
the records of Lynch, proper evidence of authority of the person executing
the subscription certificate, the Excluded Holder Transfer Form or the
International Holder Transfer Form must accompany the same unless, for good
cause, the Subscription Agent dispenses with proof of authority.
(c) SIGNATURE GUARANTEES. Your signature must be guaranteed by an
Eligible Guarantor Institution which is a participant in the securities
transfer association recognized program (otherwise known as the Medallion
Signature Guarantee Program) if you wish to transfer your Rights, as
specified in 3(b) above, to a transferee other than a bank or broker, or if
you specify special payment or delivery instructions pursuant to Form 3;
provided, however, that signatures appearing on an Excluded Holder Transfer
Form or an International Holder Transfer Form need not be so guaranteed. ANY
SIGNATURE GUARANTEE NOT MADE IN ACCORDANCE WITH THE MEDALLION SIGNATURE
GUARANTEE PROGRAM WILL NOT BE ACCEPTED BY THE SUBSCRIPTION AGENT.
6. METHOD OF DELIVERY.
The method of delivery of subscription certificates, Excluded Holder
Transfer Forms or International Holder Transfer Forms and payment of the
Exercise Price to the Subscription Agent will be at the election and risk of
the Rights holder, but, if sent by mail, it is recommended that they be sent
by registered mail, properly insured, with return receipt requested, and that
a sufficient number of days be allowed to ensure delivery to the Subscription
Agent and the clearance of any checks sent in payment of the Subscription
Price prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date.
7. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE
DEPOSITORY TRUST COMPANY.
In the case of holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Basic Subscription
Privilege and the Over-Subscription Privilege, if exercised simultaneously
with the Basic Subscription Privilege, may be effected by instructing DTC to
transfer Rights (such Rights being "DTC Exercised Rights") from the DTC
account of such holder to the DTC account of the Subscription Agent, together
with payment of the Subscription Price for each share of M-tron Common Stock
subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege. The Over-subscription Privilege in respect of
DTC Exercised Rights may only be exercised through DTC if exercised
simultaneously with the exercise of the Basic Subscription Privilege. The
holder of a DTC Exercised Right may exercise the Over-subscription Privilege,
if not exercised simultaneously with the Basic Subscription Privilege through
DTC, in respect of such DTC Exercised Right by properly executing and
delivering to the Subscription Agent at or prior to 5:00 p.m., Eastern
Standard Time, on the Expiration Date, a Nominee Holder Over-subscription
Exercise Form in the form provided by M-tron, together with payment of the
appropriate Subscription Price for the number of shares of M-tron Common
Stock for which the Over-subscription Privilege is to be exercised.
If a Notice of Guaranteed Delivery relates to Rights with respect to
which exercise of the Basic Subscription Privilege will be made through DTC
and such Notice of Guaranteed Delivery also relates to the exercise of the
Over-subscription Privilege, other than simultaneously with the exercise of
the Basic Subscription Privilege, a Nominee Holder Over-subscription Exercise
Form must also be received by the Subscription Agent in respect of such
exercise of the Over-subscription Privilege on or prior to the Expiration
Date.
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8. SUBSTITUTE FORM W-9.
Each Rights holder who elects to exercise Rights should provide the
Subscription Agent with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 provided by M-tron or provide the Subscription Agent with
an adequate basis for exemption. Additional copies of Substitute Form W-9 may
be obtained upon request from the Subscription Agent at the address, or by
calling the telephone number, indicated above. Failure to provide the
information on the form may subject such holder to 31% federal income tax
withholding with respect to (i) dividends that may be paid by M-tron on
shares of M-tron Common Stock purchased upon the exercise of Rights.
IMPORTANT TAX INFORMATION
Under current U.S. federal income tax law, dividend payments that
may be made by M-tron on shares of M-tron Common Stock issued upon the
exercise of Rights may be subject to backup withholding, and each Rights
holder who exercises Rights should provide the Subscription Agent (as
M-tron's agent, in respect of exercised Rights) with such Rights holder's
correct taxpayer identification number on Substitute Form W-9 below. If such
Rights holder is an individual, the taxpayer identification number is his or
her social security number. If the Subscription Agent, which is also the
transfer agent for M-tron, is not provided with the correct taxpayer
identification number in connection with such payments, the Rights holder may
be subject to a $50 penalty imposed by the Internal Revenue Service.
Exempt Rights holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In general, in order for an eligible foreign
individual to qualify as an exempt recipient, that Rights holder must submit
to the Subscription Agent a properly completed Internal Revenue Service Form
W-8 (a "Form W-8"), signed under the penalties of perjury, attesting to that
individual's exempt status. (Although not subject to backup withholding, an
exempt foreign individual or foreign corporation may be subject to regular
withholding on dividend payments at rates up to 30%.) A Form W-8 can be
obtained from the Subscription Agent. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, M-tron will be required to withhold
31% of any such payments made to the Rights holder. 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 withholding, the Rights holder is required to
either (a) notify the Subscription Agent of his correct taxpayer
identification number by completing the form below certifying that the
taxpayer identification number provided on Substitute Form W-9 is correct (or
that such Rights holder is awaiting a taxpayer identification number) and
that (1) the Rights holder has not been notified by the Internal Revenue
Service that the Rights holder 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 Rights holder that the Rights holder is no longer
subject to backup withholding; or (b) provide the Subscription Agent an
adequate basis for exemption (by, in the case of a foreign individual Rights
holder (or payee), submitting a completed Form W-8).
WHAT NUMBER TO GIVE THE SUBSCRIPTION AGENT
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The Rights holder is required to give the Subscription Agent the
taxpayer identification number (e.g., social security number or employer
identification number) of the record owner of the Rights. If the Rights are
registered in more than one name or are not registered 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.
<PAGE>
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
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SUBSTITUTE PAYEE INFORMATION (Please print or type):
FORM W-9 Individual or business name (if joint account list first and circle the name of person or entity whose
Department of the number you furnish in Part I below):
Treasury Internal
Revenue Service --------------------------------------------------------------------------------------------------
Check appropriate box:
/ / Individual/Sole Proprietor / / Corporation / / Partnership / / Other
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Address
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City State Zip Code
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PART I TAXPAYER IDENTIFICATION NUMBER ("TIN"): Enter
your TIN in the box at right. For individuals this is your Social Security Number:
social security number, for other entities it is your employer
identification number. Refer to the Guidelines for ----------------------------
Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "Guidelines") for further clarification. If you Employer Identification No.:
do not have a TIN, see instructions on how to obtain a TIN in
the Guidelines, check the appropriate box below indicating ---------------------------
that you have applied for a TIN and, in addition to the
Part III Certification, sign the attached Certification of APPLIED FOR TIN / /
Awaiting Taxpayer Identification Number.
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PART II PAYEES EXEMPT FROM BACKUP WITHHOLDING: Check box. (See the Guidelines for further clarification.
Even if you are exempt from backup withholding, you should still complete and sign the certification
below): Exempt / /
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Request For Taxpayer PART III CERTIFICATION: You must cross out Item 2 below if you have been notified by the Internal
Identification Number Revenue Service (the "IRS") that you are currently subject to backup withholding because of under
and Certification reporting interest or dividends on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you receive another notification from the IRS stating that you
are no longer subject to backup withholding, do not cross out Item 2.
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, (b) I have
not been notified by the 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.
Signature: Date:
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE SOLICITATION,
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE TH FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX "APPLIED FOR TIN" IN PART I OF
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Service Center or Social Security Administration Office
or (b) I intend to mail or deliver an application in the near future. I
understand that I must provide a TIN to the payer within 60 days of
submitting this Substitute Form W-9 and that if I do not provide a TIN to the
payer within 60 days, the payer is required to withhold 31% of all reportable
payments thereafter to me until I furnish the payer with a TIN.
Signature: Date:
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