<PAGE>
EXHIBIT 99.5
FOR DELIVERY TO CATAPULSE INC. BY
JANUARY 29, 2001
LETTER OF TRANSMITTAL
To accompany certificate(s) for shares of stock of Catapulse Inc.
to be exchanged for certificate(s) for shares of Common Stock of
Rational Software Corporation
<TABLE>
<CAPTION>
----------------------------------- -------------------------------- -------------------------------------
DESCRIPTION OF SHARES SURRENDERED
----------------------------------- -------------------------------- -------------------------------------
PRINT NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S) CERTIFICATE(S) SURRENDERED
(Please fill in if blank, and (Attach signed additional sheets
correct any inaccuracies) if space below is inadequate)
----------------------------------- -------------------------------- -------------------------------------
Number of Shares of Catapulse Stock
Certificate Number(s) Represented by Certificate(s)
-------------------------------- -------------------------------------
<S> <C> <C>
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
Total
----------------------------------- -------------------------------- -------------------------------------
</TABLE>
Mail this Letter of Transmittal and the accompanying certificates representing
Catapulse stock and all other required documentation, if any, for delivery to
Catapulse on or prior to January 29, 2001 to:
CATAPULSE INC.
5 RESULTS WAY
CUPERTINO, CALIFORNIA 95014
ATTENTION: CORPORATE SECRETARY
<PAGE>
DO NOT SEND THIS LETTER OF TRANSMITTAL OR YOUR CATAPULSE INC. STOCK CERTIFICATES
TO CATAPULSE INC. AFTER JANUARY 29, 2001
If your stock certificate(s) is not received by Catapulse Inc. by
January 29, 2001, a new letter of transmittal will be sent to you if the merger
of Catapulse Inc. with and into Rational Software Corporation is consummated. If
the merger is not consummated, all stock certificates delivered to Catapulse on
or prior to January 29, 2001 will be returned to its holder. For further
information call Rational Software Corporation Investor Relations: (408)
863-9900.
Delivery of this instrument to an address other than as set forth
previously does not constitute a valid delivery.
PLEASE READ AND FOLLOW THE ACCOMPANYING GENERAL INSTRUCTIONS
In connection with the merger (the "Merger") of Catapulse Inc.
("Catapulse") with and into Rational Software Corporation ("Rational") pursuant
to that certain Amended and Restated Agreement and Plan of Reorganization, dated
as of November 27, 2000 (the "Merger Agreement"), the undersigned hereby
surrenders the certificate(s) noted above representing shares of Catapulse stock
owned by the undersigned as of the date hereof for the purpose of receiving
Common Stock of Rational ("New Shares") in exchange for such Catapulse stock.
The undersigned acknowledges that the New Shares will not be delivered to the
undersigned or its assignee until after the Merger has been consummated.
Rational may return this Letter of Transmittal and any other documents delivered
herewith to the undersigned if received by Catapulse after January 29, 2001. If
a Letter of Transmittal and the documents accompanying this Letter of
Transmittal are not received, or not properly completed by January 29, 2000
(unless Rational, in its sole discretion, waives any irregularities), a new
Letter of Transmittal will be mailed to Catapulse stockholders after the Merger.
The New Shares will be evidenced by certificates to be issued by Rational's
transfer agent and registrar, ChaseMellon Shareholder Services, LLC, who will
also act as the exchange agent, unless otherwise determined or substituted by
Rational, in its sole discretion (the "Exchange Agent"). The undersigned
understands that no fractional New Shares shall be issued, and in lieu thereof
the holder shall receive an amount of cash, without interest, equal to the
product of such fraction, multiplied by the average closing sales price per
share of Rational's common stock for the five (5) trading days preceding the
Merger.
NOTE: DO NOT SIGN STOCK CERTIFICATE(S) OR SUBMIT SEPARATE STOCK POWER(S) UNLESS
YOU ARE COMPLETING SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS BELOW
[ ] If any of the certificates representing Catapulse stock that you own
have been lost or destroyed, check this box and see Instruction 4.
Please fill out the remainder of this Letter of Transmittal and
indicate here the number of shares of Catapulse stock represented by
the lost or destroyed certificate(s): ___________ shares of
_____________________ stock (e.g. common, series A preferred, series B
preferred).
The undersigned represents and warrants that the undersigned has full
power and authority to surrender the certificate(s) for the shares of Catapulse
stock surrendered herewith, free and clear of any liens, claims, charges or
encumbrances whatsoever.
<TABLE>
<CAPTION>
------------------------------------------------------------- -----------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 3 and Instruction 7) (See Instruction 7)
Fill in ONLY if New Shares and check(s) are to be issued Fill in ONLY if New Shares and check(s) are
in a name other than the name appearing in the box above. to be delivered to someone other than the
undersigned or to the undersigned at an
address other than that shown in the box
below or in the Form W-8BEN, if applicable.
<S> <C>
Deliver certificate(s) and check(s) to:
------------------------------------------------------------- -----------------------------------------------------
Name(s): Name(s):
------------------------------------------------------------- -----------------------------------------------------
(Please Print First, Middle & Last Name) (Please Print First, Middle & Last Name)
------------------------------------------------------------- -----------------------------------------------------
Address: Address:
------------------------------------------------------------- -----------------------------------------------------
(Number and Street) (Number and Street)
------------------------------------------------------------- -----------------------------------------------------
(City, State & Zip Code) (City, State & Zip Code)
-------------------------------------------------------------
(Tax Identification or Social Security Number)
------------------------------------------------------------- -----------------------------------------------------
</TABLE>
<PAGE>
Certificate(s) representing Catapulse stock must be endorsed or
accompanied by separate stock power(s) and signatures guaranteed if the
certificates representing New Shares are to be registered in the name of anyone
other than the registered holder or mailed to any person(s) other than the
person(s) signing this Letter of Transmittal.
You are instructed to issue a certificate representing the number of
whole New Shares to which I am entitled and a check representing the amount of
cash to which I am entitled, to the undersigned as instructed below, unless
other instructions are indicated above.
The Exchange Agent reserves the absolute right to reject any and all
certificates representing Catapulse stock or Letters of Transmittal not in
proper form or to waive any irregularities or defects in the surrender of any
certificates representing Catapulse stock delivered in connection herewith, and
the Exchange Agent's interpretation of the terms and conditions of the Merger
Agreement and this Letter of Transmittal with respect to such irregularities and
defects shall be final and binding. All authority herein conferred shall survive
the death or incapacity of the undersigned and all obligations of the
undersigned hereunder shall be binding on the heirs, personal representatives,
successors or assigns of the undersigned.
--------------------------------------------------------------------------------
PLEASE SIGN HERE
X
--------------------------------------------------------------------------------
X
--------------------------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) or by person(s) to whom the shares of Catapulse stock surrendered
have been assigned and transferred as evidenced by endorsements or stock powers
transmitted herewith, with signatures guaranteed. If signing is by a trustee,
executor, administrator, guardian, officer of a corporation, attorney-in-fact or
other person acting in a fiduciary or representative capacity, please set forth
full title and enclose proper evidence of authority to so act.) (See Instruction
2)
--------------------------------------------------------------------------------
(Area Code and Telephone Number)
--------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
Signature(s) Guaranteed by
------------------------------------------------------
(Only if required. See Instruction 3)
--------------------------------------------------------------------------------
(Title of Officer Signing this Guarantee)
--------------------------------------------------------------------------------
(Name of Guaranteeing Firm--Please Print)
--------------------------------------------------------------------------------
(Address of Guaranteeing Firm)
--------------------------------------------------------------------------------
<PAGE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose shares of Catapulse
stock are surrendered herewith is required to provide the Exchange Agent with
such stockholder's current Taxpayer Identification Number ("TIN"). If such
stockholder is an individual, the TIN is his or her social security number. If
the Exchange Agent is not provided with the correct TIN, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
the Exchange Agent may be required to withhold 31% of any cash payment made to
the stockholder with respect to shares of Catapulse stock surrendered in
connection with the Merger ("backup withholding"). Backup withholding is not an
additional tax. Rather, the 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 from the Internal Revenue Service
may be obtained. To prevent backup withholding on any cash payment made to a
stockholder with respect to shares of Catapulse stock surrendered in connection
with the Merger, the stockholder is required to notify the Exchange Agent of his
or her correct TIN by completing the Substitute Form W-9 below and certifying
that the TIN provided on Substitute Form W-9 is correct. If the stockholder does
not have a TIN, the stockholder should write "Applied For" in the space provided
for the TIN. If the stockholder does not provide the Exchange Agent with a
certified TIN within 60 days, the Exchange Agent must backup withhold 31% of all
cash payments made to the stockholder.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. A Form
W-8BEN is attached for use by non-U.S. stockholders, as appropriate. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
What Number to Give the Exchange Agent
The stockholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the
shares of Catapulse Stock being surrendered for payment in connection with the
Merger. If the shares 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.
PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION
NUMBER ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT
TO BACKUP WITHHOLDING. FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO YOU PURSUANT TO THE
MERGER. For assistance in completing this form, see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 or call
Rational Investor Relations at (408) 863-9900.
<PAGE>
--------------------------------------------------------------------------------
SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
Name(s) as shown above of registered owners of certificate(s) for shares of
Catapulse stock (If joint ownership, list first and circle the name of the
person or entity whose taxpayer identification number you enter in Part I
below).
---------------------------------------- ---------------------------------------
Business Name (sole proprietors,
see enclosed Guidelines for
Certification of Taxpayer Identification
Number on Substitute Form W-9)
---------------------------------------- ---------------------------------------
Address:
---------------------------------------- ---------------------------------------
Part I -- PLEASE PROVIDE YOUR TAX Social Security Number or Employer
IDENTIFICATION NUMBER IN THE BOX AT Identification Number:
RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW (IF AWAITING A TAX
IDENTIFICATION NUMBER, STATE --------------------------------
"APPLIED FOR").
---------------------------------------- ---------------------------------------
Part II -- Payees exempt from backup withholding, please see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
--------------------------------------------------------------------------------
Part III -- Certification. 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 either I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or I intend to mail or deliver an application in the
near future. I understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all reportable payments made to me
thereafter will be withheld until I provide a number),
(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, and
(3) Any other information provided on this form is true, correct and complete.
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 of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you
are no longer subject to backup withholding, do not cross out item (2).
--------------------------------------------------------------------------------
SIGNATURE: DATE:
--------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN THE
BOX IN PART I OF THE SUBSTITUTE FORM W-9 ABOVE:
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (1) 1 have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
1 intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all payments of the purchase price pursuant to the Offer made to me
thereafter will be withheld until I provide a number.
SIGNATURE DATE , 2001
------------------------- ----------
--------------------------------------------------------------------------------
<PAGE>
GENERAL INSTRUCTIONS
1. Letter of Transmittal. This Letter of Transmittal must be properly
completed, duly executed, dated, and delivered or mailed to Catapulse at the
appropriate address set forth on the first page of this Letter of Transmittal
together with (a) the Catapulse stock certificate(s) you are surrendering in
order to exchange whole shares of Catapulse stock for New Shares and a check
(the "Payment") and (b) any other required documents.
The method of delivering Catapulse stock certificate(s) is at the
option and the risk of the holder. Catapulse stock may be surrendered in person
or by mail. IF SENT BY MAIL, REGISTERED MAIL PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED, IS RECOMMENDED.
UNTIL A STOCKHOLDER HAS SURRENDERED HIS OR HER CATAPULSE STOCK
CERTIFICATE(S), OR A SATISFACTORY AFFIDAVIT CONTAINING CUSTOMARY INDEMNIFICATION
PROVISIONS, AND OTHER DOCUMENTATION RELATING TO THE LOSS OF CATAPULSE STOCK
CERTIFICATE(S) TO CATAPULSE, HE OR SHE WILL NOT RECEIVE THE PAYMENT. NO INTEREST
WILL BE PAYABLE WITH RESPECT TO THE PAYMENT ON SURRENDER OF catapulse STOCK.
Unless this Letter of Transmittal and accompanying documents are not
delivered, or not properly delivered to Catapulse by January 29, 2001, you will
receive only one Letter of Transmittal for you to list all Catapulse stock
registered in your name. If any shares of Catapulse stock are registered in
different ways on several certificates, you will need to complete, sign, and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
2. Signatures. The signature (or signatures, in the case of
certificates owned by two or more joint holders) on this Letter of Transmittal
should correspond exactly with the name(s) as written on the face of the
Catapulse stock certificate(s) surrendered unless the shares described on this
Letter of Transmittal have been assigned by the registered holder or holders
thereof, in which event this Letter of Transmittal should be signed in exactly
the same form as the name(s) of the last transferee(s) indicated on the
transfers attached to or endorsed on the certificate(s). If the "Special
Issuance Instructions" box is completed, then the signature(s) on this Letter of
Transmittal must be guaranteed as specified in Instruction 3 below.
If this Letter of Transmittal, or any endorsement or stock power
required by Instruction 3 below, is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact or other
person acting in a fiduciary or representative capacity, the person signing must
give his or her full title in such capacity and enclose appropriate evidence of
his or her authority to so act. If additional documents are required by the
Exchange Agent, you will be so advised by letter.
3. Endorsement of Certificate(s); Signature Guarantee. If the New
Shares certificate is to be issued in the same name as the registered holder(s)
of the surrendered Catapulse stock certificate(s), such certificate(s) need NOT
be endorsed or accompanied by separate stock powers, and the signature(s) need
NOT be guaranteed. If, however, any New Shares certificate is to be issued in a
name different from that of the registered holder(s), then (i) Catapulse stock
certificate(s) must be duly endorsed or accompanied by appropriate stock powers,
in either case, signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificate(s), (ii) the signature of endorsement for transfer
on such certificate or separate stock powers must be guaranteed by an eligible
guarantor institution (bank, stockbroker, savings and loan association or credit
union with membership in an approved signature guarantee medallion program),
pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended, and (iii) the person surrendering such certificate(s) must remit to
the Exchange Agent the amount of any transfer or other taxes payable by reason
of the issuance to a person other than the registered holder(s) of the
certificate(s) surrendered, or establish to the satisfaction of Rational or the
Exchange Agent that such tax has been paid or is not applicable. In such case
the "Special Issuance Instructions" box must be completed and the signature(s)
on this Letter of Transmittal must be guaranteed as specified above.
4. Lost or Destroyed Stock Certificates. If a Catapulse stockholder's
physical Catapulse stock certificate(s) has been lost, stolen or destroyed, this
fact should be indicated by checking the box on the second page of this Letter
of Transmittal and fill in the blank to show the number of shares represented by
lost, stolen or destroyed certificates. The Letter of Transmittal should then be
delivered to the Exchange Agent c/o Catapulse after being otherwise properly
completed and duly executed. In such event, you will be instructed as to the
steps you must take in order to receive a certificate representing New Shares
and a check, if applicable.
5. Inquiries. All questions regarding appropriate procedures for
surrendering Catapulse stock certificate(s) should be directed to Catapulse for
delivery prior to January 29, 2001 at the mailing address set forth on the front
page or to Rational by telephone at (408) 863-9900.
6. Additional Copies. Additional copies of this Letter of Transmittal
may be obtained from Catapulse at the mailing
<PAGE>
address set forth on the front page.
7. Special Issuance and Delivery Instructions. Indicate in Special
Issuance Instructions the name and address of the person in whose name a New
Shares certificate and check, if applicable, are to be issued, if they are to be
issued in the name of someone other than the registered holder signing this
Letter of Transmittal. Follow Instruction 3 above. Indicate in Special Delivery
Instructions the name and address to which the New Shares certificate and check,
if applicable, are to be sent, if they are to be sent (i) to someone other than
the person(s) signing this Letter of Transmittal, or (ii) to the person(s)
signing this Letter of Transmittal at an address other than that appearing on
the label on the face of this Letter of Transmittal.
8. Fractional Shares. Pursuant to the terms of the Merger Agreement, no
certificate representing fractional New Shares will be issued as a result of the
Merger. In lieu of the issuance of fractional shares, you will receive an amount
of cash without interest, equal to the product of such fraction multiplied by
the average closing sales price per share of Rational Common Stock for the five
(5) trading days preceding the Merger.
9. Dividends. It is important that Catapulse stock certificate(s) be
surrendered promptly because, until so surrendered, stockholders will not be
entitled to receive any dividends or other distributions that may be declared
and payable to holders of record of Rational Common Stock. Upon the surrender of
Catapulse stock, New Share certificates (together with any such withheld
dividends or other distributions but without interest) will be delivered.
10. Substitute Form W-9 and Form W-8BEN. U.S. stockholders must submit
Substitute Form W-9 and Non-U.S. stockholders must generally submit Form W-8BEN
to avoid 31% backup withholding.
U.S. Stockholders. Under United States federal income tax law, each
U.S. stockholder whose shares are surrendered in connection with the Merger is
required by law to provide the Exchange Agent with such stockholder's correct
TIN on Substitute Form W-9 above. If such stockholder is an individual, the TIN
is such stockholder's social security number. If the Exchange Agent is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, cash payments that are
made to such stockholder with respect to shares surrendered in connection with
the Merger may be subject to backup withholding. If backup withholding applies,
the Exchange Agent is required to withhold 31% of any payments made to the
stockholder. 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. Certain stockholders (including,
among others, all corporations and certain foreign persons) are not subject to
these backup withholding and reporting requirements. For a U.S. stockholder to
prevent backup withholding on payments that are made to a stockholder with
respect to shares surrendered in connection with the Merger, the stockholder is
required to notify the Exchange Agent of such U.S. stockholder's correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such stockholder is awaiting a TIN), and that (i) such
stockholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of a failure to report all interest or
dividends or (ii) the Internal Revenue Service has notified such stockholder
that such stockholder is no longer subject to backup withholding. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Non-U.S. Stockholders. To avoid backup withholding, non-U.S.
stockholders should submit a Form W-8BEN, signed under penalties of perjury,
attesting to such stockholder's except status. A Form W-8BEN is attached for
this purpose. See the enclosed Instructions for use of Form W-8BEN.
11. Waiver of Conditions. Raitonal reserves the absolute right to waive
any of the conditions set forth herein or any defect with respect to the
transmittal of certificate(s) formerly representing shares of Catapulse stock.
12. Miscellaneous. None of Rational, Catapulse or the Exchange Agent is
under any duty to give notification of defects in any Letter of Transmittal or
facsimile or in any other required documents and shall not incur any liability
for failure to give such notification. Any and all Letters of Transmittal or
facsimiles (including any other required documents) not in proper form are
subject to rejection. The terms and conditions of the Agreement are incorporated
herein by reference and are deemed to form part of the terms and conditions of
this Letter of Transmittal.
<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: e.g., 000-00-
0000. Employer Identification numbers have nine digits separated by only one
hyphen: e.g., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
--------------------------------------------------------------- ------------------------------------------------------------
Give the
Give the EMPLOYER
For this type of account: SOCIAL SECURITY IDENTIFICATION
number of -- For this type of account: number of --
--------------------------------------------------------------- -------------------------------------------------------------
<S> <C> <C> <C>
1. Individual The individual 6. Sole proprietorship The owner/(3)/
2. Two or more individuals The actual owner of the 7. A valid trust, estate, The legal entity (Do not
(joint account) account or, if combined or pension trust furnish the identifying number
funds, the first individual of the personal representative
on the account/(1)/ or trustee unless the legal
entity itself is not designated
in the account title.)/(4)/
3. Custodian account of a The minor/(2)/ 8. Corporate The corporation
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee/(1)/ 9. Association, club, The organization
savings trust (grantor religious, charitable,
is also trustee) educational or other
tax-exempt organization
b. So-called trust account The actual owner/(1)/ 10. Partnership The partnership
that is not a legal
or valid trust under
state law
5. Sole proprietorship The owner/(3)/ 11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of public entity (such
as a state or local
government, school
district, or prison)
that receives
agriculture program
payments
--------------------------------------------------------------- ------------------------------------------------------------
</TABLE>
/(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)/ Show the name of the owner.
/(4)/ 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>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Section references are to the Internal Revenue Code.
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
Payees Exempt from Backup Withholding
The following is a list of payees generally exempt from backup withholding. For
interest and dividends, all listed payees are exempt except the payee listed in
item (9). For broker transactions, payees listed in items (1) through (13) and
a person registered under the Investment Advisors act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees listed
in items (1) through (7), except that a corporation that provides medical and
health care services or bills and collect payments for such services is not
exempt from backup withholding. Only payees described in items (2) through (6)
are exempt from backup, withholding for barter exchange transactions, patronage
dividends, and payments by certain fishing boat operators.
(1) A corporation.
(2) an organization exempt from tax under section 501(a), an individual
retirement plan ("IRA"), or a custodial account under section 403(b)(7), if
the account satisfies the requirements of section 401(f)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A State, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments Exempt from Backup Withholding
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details see sections 6041, 6041, 6042, 6044, 6045,
6049, 6050A and 6050N, and the regulations under such sections.
Privacy Act Notice
<PAGE>
Section 6109 requires you to give your correct taxpayer identification number 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, cancellation of debt, 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. You must provide
your taxpayer identification number whether or not you are qualified to file a
tax return. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number 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
cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAXC CONSULTANT OR THE INTERNAL REVENUE SERVICE
