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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934)
AIRCOA Hotel Partners, L.P.
-------------------------------
(Name of the Issuer)
AIRCOA Hotel Partners, L.P.
AIRCOA Hospitality Services, Inc.
Century City International Holdings Limited
Regal Hotel Management, Inc.
Regal Merger Limited Partnership
--------------------------------------
(Name of Persons Filing Statement)
-----------------
Class A Limited Partnership Units
-------------------------------------
(Title of Class of Securities)
009293-10-1
----------------------------------------
(CUSIP Number of Class of Securities)
-----------------
Douglas M. Pasquale
AIRCOA Hotel Partners, L.P.
5775 DTC Boulevard
Englewood, Colorado 80111
(303) 220-2000
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
With a copy to:
Paul J. Shim, Esq. Thomas J. Rice, Esq.
Cleary, Gottlieb, Steen Coudert Brothers
& Hamilton 1114 Avenue of
One Liberty Plaza the Americas
New York, New York 10006 New York, New York 10036
(212) 225-2000 (212) 626-4400
Mark Levy, Esq.
Holland & Hart LLP
555 Seventeenth Street,
Suite 3200
Denver, Colorado 80202-3979
(303) 295-8000
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This statement is filed in connection with (check the appropriate
box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. [ ]
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Page 1 of 16 Pages
Exhibit Index is located at Page 5
<PAGE>
INTRODUCTORY STATEMENT
This Amendment No. 4 to Rule 13E-3 Transaction
Statement is being filed by AIRCOA Hotel Partners, L.P. (the
"Partnership"), AIRCOA Hospitality Services, Inc., the general
partner of the Partnership (the "General Partner"), Century City
International Holdings Limited ("Century City"), Regal Hotel
Management, Inc. ("RHM") and Regal Merger Limited Partnership, a
wholly owned subsidiary of RHM ("Regal"), and amends and
supplements the Rule 13E-3 Transaction Statement on Schedule
13E-3, as previously amended, filed with the Securities and
Exchange Commission in connection with the proposed merger of
Regal with and into the Partnership. The Partnership is the
issuer of the class of securities which is the subject of the
Rule 13E-3 transaction. Each of RHM and the General Partner is
owned wholly or substantially by Regal Hotels International
Holdings Limited ("Regal Holdings"), which in turn is an indirect
subsidiary of Century City.
Item 10. Interest in Securities of the Issuer.
(b) On September 29, 1997, the Class A and Class B
Unitholders of the Partnership approved, at a Special Meeting of
Unitholders held for the purpose, the merger (the "Merger") of
Regal Merger Limited Partnership, a de novo limited partnership
subsidiary of RHM ("Merger Sub"), with and into the Partnership.
On the same date, a certificate of merger of the Partnership was
filed with the Secretary of State of the State of Delaware in
order to consummate the Merger. A Notice of Merger was sent to
the Class A and Class B Unitholders to inform them of the
consummation of the Merger; the Notice of Merger of letter of
transmittal accompanying such Notice are filed herewith as
Exhibit (d)(2).
Item 17. Material to be Filed as Exhibits.
(d)(2) Notice of Merger and Letter of Transmittal.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: October 24, 1997
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA Hospitality Services, Inc.,
General Partner
By: /s/ Douglas M. Pasquale
------------------------------
Name: Douglas M. Pasquale
Title: President and
Chief Executive Officer
By: /s/ David C. Ridgley
------------------------------
Name: David C. Ridgley
Title: Senior Vice President and
Chief Accounting Officer
AIRCOA HOSPITALITY SERVICES, INC.
By: /s/ Douglas M. Pasquale
------------------------------
Name: Douglas M. Pasquale
Title: President and
Chief Executive Officer
By: /s/ David C. Ridgley
------------------------------
Name: David C. Ridgley
Title: Senior Vice President and
Chief Accounting Officer
CENTURY CITY INTERNATIONAL HOLDINGS
LIMITED
By: /s/ Lawrence LAU Siu Keung
----------------------------------
Name: Mr. Lawrence LAU Siu Keung
Title: Director
By: /s/ Kenneth NG Kwai Kai
----------------------------------
Name: Mr. Kenneth NG Kwai Kai
Title: Director
3
<PAGE>
REGAL HOTEL MANAGEMENT, INC.
By: /s/ Lyle L. Boll
----------------------------------
Name: Lyle L. Boll
Title: Vice President
By: /s/ Joel W. Hiser
----------------------------------
Name: Joel W. Hiser
Title: Senior Vice President
REGAL MERGER LIMITED PARTNERSHIP
By: Regal Hotel Management, Inc.,
General Partner
By: /s/ Lyle L. Boll
------------------------------
Name: Lyle L. Boll
Title: Vice President
By: /s/ Michael Sheh
------------------------------
Name: Michael Sheh
Title: Executive Vice President
4
<PAGE>
Exhibit Index
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Exhibit Document
- ------- --------
(d)(2) Notice of Merger and Letter of Transmittal.
EXHIBIT (d)(2)
[Letterhead of AIRCOA HOTEL PARTNERS, L.P.]
______________, 1997
Dear AIRCOA Hotel Partners, L.P. Unitholders:
I am pleased to announce that the merger (the
"Merger") of Regal Merger Limited Partnership ("Regal"), a wholly
owned subsidiary of Regal Hotel Management, Inc., with and into
AIRCOA Hotel Partners, L.P. (the "Partnership") became effective
on September 29, 1997.
As a result of the Merger, each Class A and Class B
unit of limited partner interest has been converted into the
right to receive $3.10 and $20.00 in cash per unit, respectively.
AIRCOA certificates or depositary receipts representing Class A
or Class B units should now be exchanged for the cash payments
which you are entitled to receive. A Letter of Transmittal that
will allow you to facilitate the exchange is enclosed. The
properly completed Letter of Transmittal, together with your
AIRCOA certificates, must be mailed or hand delivered to the
Paying Agent, American Stock Transfer and Trust Company, at the
address indicated thereon.
An envelope is enclosed for your convenience in
mailing your AIRCOA certificates and the completed Letter of
Transmittal to the Paying Agent. If you send your certificates by
mail, we recommend that they be sent (using the return envelope
provided) by registered mail, properly insured, with return
receipt requested. Do not send your AIRCOA stock certificate to
Regal or the Partnership.
Please read carefully all instructions on the reverse
side of the Letter of Transmittal and make certain that the
Letter is properly completed, dated and signed. Should you have
any questions as to how to complete the Letter of Transmittal,
please feel free to contact our Paying Agent, American Stock
Transfer and Trust Company, at 1-800-_________.
It is important that you surrender your AIRCOA
certificates as soon as possible. It is only upon surrender of
your AIRCOA certificates, along with the properly completed
Letter of Transmittal, that you will receive your cash payment.
Sincerely,
/s/ Douglas M. Pasquale
--------------------------------
Douglas M. Pasquale, President
and Chief Executive Officer
AIRCOA Hospitality Services,
Inc., General Partner of AIRCOA
Hotel Partners, L.P.
<PAGE>
LETTER OF TRANSMITTAL
To Surrender Units of Limited Partner Interest
of
AIRCOA HOTEL PARTNERS, L.P.
The Paying Agent is: AMERICAN STOCK TRANSFER AND TRUST COMPANY
By Hand: By Mail: By Overnight Courier:
Facsimile for Eligible Institutions:
To confirm fax only:
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS,
OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF UNITS SURRENDERED
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Name(s) and Address(es) of Registered Units Transmitted
Holder(s) (please fill in, if blank, (Attach additional
exactly as name(s) appear(s) on the schedule, if necessary)*
Certificate(s))
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- -------------------------------------------------------------------------
(1) (2) (3)
Number and Class
of Units
Represented by
Certificate Number(s) Certificate(s)
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------------------------- --------------
------------------------- --------------
------------------------- --------------
------------------------- --------------
------------------------- --------------
Total Units Surrendered:
Class A:
Class B:
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* Completion of this Letter of Transmittal will constitute the
surrender of all Units delivered herewith.
This Letter of Transmittal should be used to deliver Class
A units of limited partner interest ("Class A Units") and/or
Class B units of limited partner interest ("Class B Units" and,
together with the Class A Units, the "Units") of AIRCOA Hotel
Partners, L.P., a Delaware limited partnership (the
"Partnership"), pursuant to the Notice of Merger of the
Partnership, dated October __, 1997 (the "Notice"), and the
Agreement and Plan of Merger, dated as of May 2, 1997, by and
among the Partnership, AIRCOA Hospitality Services, Inc., the
general partner of the Partnership, Regal Merger Limited
Partnership and Regal Hotel Management, Inc.
<PAGE>
All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Notice.
Holders who wish to deliver their Units must complete
columns (1) through (3) in the box above entitled "Description of
Units Surrendered" and sign in the appropriate box below. Holders
who complete this Letter of Transmittal and deliver their Units
will be deemed to have surrendered such Units listed in the box
on the cover hereof.
-------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby surrenders to AIRCOA Hotel Partners,
L.P., a Delaware limited partnership ("AIRCOA"), subject to the
terms and conditions of (a) the Agreement and Plan of Merger,
dated as of May 2, 1997 (the "Merger Agreement"), by and among
the Partnership, AIRCOA Hospitality Services, Inc., the general
partner of the Partnership (the "General Partner"), Regal Merger
Limited Partnership ("Regal") and Regal Hotel Management, Inc.
("RHM") and (b) this Letter of Transmittal, the above-described
certificates or depositary receipts ("Certificates") representing
Class A units of limited partner interest ("Class A Units")
and/or Class B units of limited partner interest ("Class B Units"
and, together with the Class A Units, the "Units") which have
been canceled as a result of the merger of Regal with and into
the Partnership (the "Merger").
You are hereby instructed to make payment, without
interest, in the amount of $3.10 per Class A Unit and $20.00 per
Class B Unit (the "Merger Consideration") formerly evidenced by
the enclosed Certificate(s) (subject to the withholdings
described below) by mailing to the address set forth on the face
hereof a check or checks payable to the undersigned holder(s),
unless otherwise indicated herein under "Special Payment
Instructions" or "Special Delivery Instructions."
The undersigned hereby represents and warrants that the
undersigned has full power and authority to surrender the
Certificates transmitted herewith without restriction, free and
clear of all liens, restrictions, charges and encumbrances, and
not subject to any adverse claim. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Paying Agent or the Partnership to be necessary or desirable
to complete the surrender of the Certificates to RHM.
No authority conferred or agreed to be conferred in this
Letter of Transmittal shall be affected by, and all such
authority shall survive, the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
<PAGE>
/_/ CHECK HERE IF UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE PAYING AGENT'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________
Check box of applicable Book-Entry Transfer Facility:
/_/ The Depository Trust Company
/_/ Philadelphia Depository Trust Company
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
/_/ CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING UNITS THAT
YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 9.
Number and class of Units represented by the lost or
destroyed Certificates: ________
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- -----------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5 and 6) (See Instructions 1, 4, 5 and 6)
To be completed ONLY if the check To be completed ONLY if the check
for the Merger Consideration for Units for the Merger Consideration for Units
accepted for payment is to be issued in accepted for payment is to be mailed to
the name of someone other than the someone other than the undersigned, or
undersigned. to the undersigned at an address other
than that shown under "Description of
Units Surrendered."
Issue Check to:
Deliver Check to:
Name:____________________________
(Print) Name:______________________________
(Print)
Address:_________________________
Address:___________________________
_________________________________
(Include Zip Code) ___________________________________
_________________________________ (Include Zip Code)
(Taxpayer Identification or
Social Security Number)
(See Substitute Form W-9)
- -----------------------------------------------------------------------
<PAGE>
IMPORTANT
UNITHOLDERS: SIGN HERE
(Also Please Complete Substitute Form W-9 Included Herein)
X:_________________________________________________________________________
X:_________________________________________________________________________
Signature(s) of Holder(s)
Dated: ____________, 199__
(Must be signed by the register holder(s) exactly as name(s)
appear(s) on Certificates or, if transmitted by a participant in
a Book-Entry Transfer Facility, by the participant exactly as
such participant's name appears on a security position listing
such participant as the owner of the Units or by a person(s)
authorized to become the registered holder(s) by Certificates and
documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or
representative capacity, please provide the following
information. See Instruction 4.)
Name(s):___________________________________________________________________
___________________________________________________________________
(Please Print)
Capacity (full title):_____________________________________________________
Address:___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:_______________________________________________
Taxpayer Identification or Social Security No.:____________________________
Guarantee of Signature(s)
(If required--See Instructions 1 and 4)
Authorized Signature:______________________________________________________
Name (Please Print):_______________________________________________________
Name of Firm:______________________________________________________________
Address:___________________________________________________________________
___________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________ Dated: _____________, 199_
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION
GUARANTEE IN SPACE BELOW.
<PAGE>
INSTRUCTIONS
1. Guarantee of Signatures. No signature guarantee is
required on this Letter of Transmittal if (a) this Letter of
Transmittal is signed by the registered holder(s) (which term,
for purposes of these instructions, includes any participant in
either of the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of Units) of
the Units transmitted herewith and such registered holder(s) has
not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions"
above or (b) such Units are transmitted for the account of a
financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant
in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 4. If
Certificates are registered in the name of a person other than
the signer of this Letter of Transmittal, or if payment is to be
made to a person other than the registered holder of the
Certificates surrendered, the transmitted Certificate must be
endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s) or
owner(s) appear on the Certificate, with the signatures on such
Certificate or stock powers guaranteed as aforesaid. See
Instruction 4.
2. Delivery of Letter of Transmittal and Certificates.
This Letter of Transmittal is to be used either if Certificates
are to be forwarded herewith or if Units are to be delivered by
book-entry transfer.
The method of delivery of this Letter of Transmittal,
Certificates and all other required documents, including delivery
through any Book-Entry Transfer Facility, is at the option and
risk of the unitholder, and the delivery will be deemed made only
when actually received by the Paying Agent. If delivery is by
mail, registered mail with return receipt requested, properly
insured, is recommended.
3. Inadequate Space. If the space provided herein
under "Description of Units Surrendered" is inadequate, the
Certificate numbers, the number and class of Units evidenced by
such Certificates and the number of Units of each class
surrendered should be listed on a separate schedule and attached
hereto.
4. Signatures on Letter of Transmittal, Stock Powers
and Endorsements. If this Letter of Transmittal is signed by the
registered holder(s) of the Units transmitted hereby, the
signature(s) must correspond with the name(s) as written on the
face of the Certificate(s) without any alteration, enlargement or
change whatsoever.
If any Unit transmitted hereby is owned of record by
two or more persons, all such persons must sign this Letter of
Transmittal. If any of the Units transmitted hereby are
registered in the names of different holders, it will be
necessary to complete, sign and submit as many separate Letters
of Transmittal as there are different registrations of such
Units.
<PAGE>
If this Letter of Transmittal is signed by the
registered holder(s) of the Units transmitted hereby, no
endorsements of Certificates or separate stock powers are
required, unless payment is to be made to a person other than the
registered holder(s), in which case the Certificate(s) evidencing
the Units transmitted hereby must be 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). Signatures on such Certificate(s) and stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person
other than the registered holder(s) of the Units transmitted
hereby, the Certificate(s) evidencing the Units transmitted
hereby must be 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). Signatures
on such Certificate(s) and stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any Certificate or
stock power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such
person should so indicate when signing, and proper evidence
satisfactory to RHM of such person's authority so to act must be
submitted.
5. Stock Transfer Taxes. Except as provided in this
Instruction 5, RHM will pay all stock transfer taxes with respect
to the transfer of Units to it or its order pursuant to the
Merger. If, however, payment of the Merger Consideration for any
Units accepted for payment is to be made to a person other than
the registered holder(s), the amount of any stock transfer taxes
(whether imposed on the registered owner(s), such other person or
otherwise) payable on account of the transfer to such other
person will be deducted from the Merger Consideration for such
Units accepted for payment, unless satisfactory evidence to RHM
of the payment of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 5, it will not
be necessary for transfer tax stamps to be affixed to the
Certificates evidencing the Units transmitted hereby.
6. Special Payment and Delivery Instructions. If a
check for the Merger Consideration for any Units transmitted
hereby is to be issued to a person other than the person(s)
signing this Letter of Transmittal or if such check or any such
Certificate is to be sent to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing
this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Units Surrendered," the
appropriate boxes on this Letter of Transmittal must be
completed. See Instruction 1.
7. Substitute Form W-9. Each unitholder (or other
payee) transmitting Certificates hereby is required to provide
the Paying Agent with a correct Taxpayer Identification Number
("TIN") and certain other information on the Substitute Form W-9,
which is provided under "Important Tax Information" below, and to
certify whether such unitholder (or other payee) is subject to
backup withholding of federal income tax. If a unitholder has
been notified by the Internal Revenue Service that such
unitholder is subject to backup withholding, such
<PAGE>
unitholder must cross out item (2) of the certification box of
the Substitute Form W-9, unless such unitholder has since been
notified by the Internal Revenue Service that such unitholder is
no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject such
unitholder (or other payee) to 31% federal income tax withholding
on the payment of the Merger Consideration for all Units accepted
for payment from such unitholder. If such unitholder has not been
issued a TIN and has applied for one or intends to apply for one
in the near future, such unitholder should write "Applied for" in
the space provided for the TIN in Part I of the Substitute Form
W-9, sign and date the Substitute Form W-9, and complete the
additional Certificate of Awaiting Taxpayer Identification
Number. If "Applied For" is written in Part I and the Paying
Agent is not provided with a TIN by the time of payment, the
Paying Agent will withhold 31% on all payments thereafter to such
unitholder (or other payee) until a TIN is provided to the Paying
Agent.
8. Requests for Assistance or Additional Copies.
Requests for assistance may be directed to the Paying Agent at
its address or telephone number set forth herein. Additional
copies of the Merger Agreement, this Letter of Transmittal and
the Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 may be obtained from the Paying
Agent or the Partnership.
9. Lost, Destroyed or Stolen Certificates. If any
Certificate(s) has been lost, destroyed or stolen, the unitholder
should promptly notify the Paying Agent by checking the box
immediately preceding the special payment/special delivery
instructions and indicating the number of Units so lost,
destroyed or stolen. The Paying Agent will, in turn, notify the
Partnership's transfer agent, who will initiate lost stock
proceedings. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost,
destroyed or stolen Certificates have been followed.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a unitholder whose
surrendered Units are accepted for payment is required by law to
provide the Paying Agent (as payer) with such unitholder's
correct TIN on Substitute Form W-9 below. If such unitholder is
an individual, the TIN is such unitholder's social security
number. If the Paying Agent is not provided with the correct TIN,
the unitholder or other payee may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments
that are made to such unitholder or other payee with respect to
Units accepted for payment pursuant to the Merger may be subject
to backup withholding.
Certain unitholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, such
individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of
such statements can be obtained from the Paying Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
<PAGE>
If backup withholding applies, the Paying Agent is
required to withhold 31% of any payments made to the unitholder
or other payee. 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 on payments that are
made to a unitholder or other payee with respect to Units
accepted for payment pursuant to the Merger, the unitholder is
required to notify the Paying Agent of such unitholder's correct
TIN (or the TIN of any other payee) by completing the form below
certifying that the TIN provided on Substitute Form W-9 is
correct (or that such unitholder is awaiting a TIN), and that (i)
such unitholder is exempt from backup withholding, (ii) such
unitholder has not been notified by the Internal Revenue Service
that such unitholder is subject to backup withholding as a result
of a failure to report all interest or dividends or (iii) the
Internal Revenue Service has notified such unitholder that such
unitholder is no longer subject to backup withholding.
What Number to Give the Paying Agent
The unitholder is required to give the Paying Agent
the social security number or employer identification number of
the record holder of the Units transmitted hereby. If the Units
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 guidance on which number to report. If such unitholder
has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the unitholder should
write "Applied For" in the space provided for the TIN in Part I,
sign and date the Substitute Form W-9, and complete the
additional Certificate of Awaiting Taxpayer Identification
Number. If "Applied For" is written in Part I and the Paying
Agent is not provided with a TIN by the time of payment, the
Paying Agent will withhold 31% of all payments to such unitholder
until a properly certified TIN is provided to the Paying Agent.
<PAGE>
- ----------------------------------------------------------------------
Payer's Name: American Stock Transfer and Trust Company
- ----------------------------------------------------------------------
SUBSTITUTE Part I -- Taxpayer Social Security Number
Identification Number -- OR Employee
Identification Number
Form W-9 For all accounts, enter
Department of the taxpayer identification number ____________________
Treasury Internal in the box at right. (For most (If awaiting TIN
Revenue Service individuals, this is your social write
security number. If you do not "Applied For")
Payer's Request for have a number, see Obtaining a
Taxpayer Identification Number in the enclosed Guidelines).
Number (TIN) Certify by signing and dating
below.
Note: If the account is in more than one
name, see chart in the enclosed
Guidelines to determine which number to
give the payer.
- -------------------------------------------------------------------------
Part II -- For persons exempt from
backup withholding, see the enclosed
Guidelines and complete as instructed
therein.
- -----------------------------------------------------------------------
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
(2) I am not subject to backup withholding either because (a) I
am exempt from backup withholding, (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 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 were no
longer subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed Guidelines).
- ------------------------- ----------------------------
Signature Date
- ----------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART I OF THIS SUBSTITUTE FORM W-9
- ----------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future.
I understand that, notwithstanding the information I provided
in Part III of the Substitute Form W-9 (and the fact that I
have completed this Certificate of Awaiting Taxpayer
Identification Number), all reportable payments made to me
thereafter will be subject to a 31% backup withholding tax
until I provide a properly certified taxpayer identification
number.
- ------------------------- ----------------------------
Signature Date
- ----------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS
MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
