SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF
1934)
AMENDMENT NO. 4
(FINAL AMENDMENT)
KETEMA, INC.
(Name of the Issuer)
Ketema, Inc.
KTM Holdings Corp.
KTM Acquisition Corp.
(Name of Person(s) Filing Statement)
Common Stock One Dollar ($1.00) Par Value
(Title of Class of Securities)
492653100
(CUSIP Number of Class of Securities)
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<S> <C> <C> <C>
Robert L. Welty, Esq. Michael G. Fisch Copy to: Copy to:
Ketema, Inc. KTM Holdings Corp. David L. Finkelman, Esq. Eileen Nugent Simon, Esq.
Suite 600 c/o American Securities BD Stroock & Stroock & Lavan Skadden, Arps, Slate,
One Cherry Center Co. L.P. Seven Hanover Square Meagher & Flom
501 South Cherry Street 122 East 42nd Street New York, New York 10004 919 Third Avenue
Denver, Colorado 80222 Suite 2400 (212)806-5400 New York, New York 10022
(303) 331-0940 New York, New York 10168 (212)735-3000
(212)-476-8051
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
</TABLE>
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. / /
This Final Amendment amends and supplements the Rule 13e-3
Transaction Statement on
Schedule 13E-3 (the "Statement"), filed by Ketema, Inc., a
Delaware corporation (the "Company"), KTM
Holdings Corp., a Delaware corporation ("Holdings Corp.") and KTM
Acquisition Corp., a Delaware
corporation ("Acquisition Corp."), with the Securities and
Exchange Commission (the "Commission") on
August 2, 1994, as amended by Amendment No. 1 filed on September
29, 1994, Amendment No. 2 filed
on November 8, 1994 and Amendment No. 3 filed on November 10,
1994 with respect to the merger (the
"Merger") of Acquisition Corp. with and into the Company, with
the Company as the surviving
corporation (the "Surviving Corporation"), pursuant to an
Agreement and Plan of Merger dated as of
June 21, 1994 among the Company, Holdings Corp. and Acquisition
Corp. Unless otherwise defined
herein, all terms used herein shall have the meanings set forth
in the Statement, as amended.
Item 3. Past Contacts, Transactions or Negotiations.
(a) - (b) At the Special Meeting of the Stockholders held on
December 12, 1994, the stockholders
of the Company voted to approve and adopt the Merger Agreement.
On December 13, 1994, a
Certificate of Merger with respect to the Merger was filed with
the Secretary of State of the State of
Delaware and, as a result, the Merger became effective as of
12:25 p.m. on December 13, 1994.
As contemplated by the Merger Agreement, immediately prior to
the effectiveness of the Merger,
members of the Acquiring Group, directly and indirectly through
KTM Partners L.P., contributed to
Holdings Corp. an aggregate of 178,409 Common Shares and 77,081
Preferred Shares, all of which were
contributed by Holdings Corp. to Acquisition Corp. and thereafter
cancelled in the Merger.
Item 5. Plans or Proposals of the Issuer or Affiliate.
The Merger was consummated on December 13, 1994. The Company
intends to file a Form 15
relating to the Common Shares.
Item 6. Source and Amount of Funds or Other Consideration.
On December 12, 1994, Holdings Corp. and Acquisition
Corp. entered into a definitive
credit agreement dated as of December 12, 1994, with the various
lending institutions party thereto and
The Chase Manhattan Bank, N.A., as Administrative Agent, pursuant
to which Acquisition Corp.
received a term loan facility of up to $22 million and a
revolving credit facility of up to $25 million,
substantially in accordance with the terms described under
"FINANCING OF THE MERGER--Bank
Financing" in the Proxy Statement.
In addition to the funds borrowed under the Credit
Agreement and the capital
contribution made by members of the Acquiring Group in the form
of Common Shares and Preferred
Shares as described in Item 3 above, Holdings Corp. received, and
contributed to Acquisition Corp.,
approximately $12,500,000 in cash as equity investments made
indirectly through KTM Partners, L.P. and
Ketema Partners, L.P. by third party investors, including an
affiliate of Danaher Corporation. Ketema
Partners, L.P. is a limited partnership, the corporate general
partner of which is an affiliate of American
Securities Capital Partners, L.P. and the limited partners of
which are members of the American
Securities Group and third party investors.
Item 10. Interest in Securities of the Issuer.
As a result of the consummation of the Merger, Holdings
Corp. owns 100% of the
Surviving Corporation's issued and outstanding common stock, par
value $1.00 per share, as of the
effective time of the Merger. In addition, at the effective time
of the Merger, certain members of the
American Securities Group continued to own in the aggregate
370,607 Preferred Shares. However, as
contemplated, all of such Preferred Shares were thereafter
purchased by the Surviving Corporation on
December 16, 1994 at their redemption price of 102% of the
liquidation value thereof ($15.58 per share),
plus accrued dividends to the date of purchase.
As contemplated, on December 20, 1994, the Surviving
Corporation called for redemption
on February 3, 1995 all of the $7,717,000 outstanding principal
amount of its 8% Convertible
Subordinated Debentures Due 2003 at their redemption price of
102% of the principal amount thereof,
plus accrued interest to the redemption date.
Item 17. Material to be Filed as Exhibits.
(d)(7) Press Release issued by the Company on December 12,
1994.
(d)(8) Press Release issued by the Company on December 13,
1994.
(d)(9) Letter to Stockholders dated December 14, 1994.
(d)(10) Letter of Transmittal.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994 KETEMA, INC.
By: /s/ Hugh H. Williamson, III
Hugh H. Williamson, III
President and Chief
Executive Officer
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994 KTM HOLDINGS CORP.
By: /s/ Michael G. Fisch
Michael G. Fisch
Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994
/s/ Hugh H. Williamson, III
Hugh H. Williamson, III
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994
/s/ Elizabeth R. Varet
Elizabeth R. Varet
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994
/s/ Charles D. Klein
Charles D. Klein
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set
forth in this Statement is true, complete and correct.
December 21, 1994
/s/ Alexander G. Anagnos
Alexander G. Anagnos
INDEX TO EXHIBITS
Exhibit
Number Description Page
Number
(d)(7) Press Release issued by the Company
on December 12, 1994.
(d)(8) Press Release issued by the Company
on December 13, 1994.
(d)(9) Letter to Stockholders dated December 14, 1994.
(d)(10) Letter of Transmittal.
<PAGE>
Exhibit (d)(7)
FOR IMMEDIATE RELEASE:
KETEMA'S STOCKHOLDERS APPROVE MERGER
Denver, CO, December 12, 1994 -- Ketema, Inc. (AMEX-KTM)
announced that at its Special
Meeting of Stockholders held today, stockholders of the Company
approved the Merger Agreement
between the Company and KTM Holdings Corp. Under the terms of
the Merger, stockholders of the
Company are to receive $15.00 per share in cash for each share of
Ketema Common Stock upon
consummation of the merger of KTM Acquisition Corp., a subsidiary
of KTM Holdings, into Ketema.
KTM Holdings, which owns approximately 22% of Ketema's
voting shares, is owned directly and
indirectly by affiliates of American Securities Capital Partners,
L.P. and Hugh H. Williamson, III, the
President and Chief Executive Officer of Ketema.
Ketema anticipates that the Merger will be consummated later
this week at which time
instructions will be mailed to Ketema stockholders in order for
them to obtain the cash payments they
will be entitled to receive as a result of the Merger.
Ketema's 8% Convertible Subordinated Debentures due 2003
will remain outstanding after
consummation of the Merger as obligations of Ketema as the
surviving corporation. Under the terms of
the Indenture governing the Debentures, following the Merger the
Debentures will be convertible solely
into the cash merger consideration of $15.00 per share for each
share into which the Debentures were
convertible immediately prior to the Merger. As previously
announced, it is the intention of Ketema to
promptly call for redemption all Debentures which remain
outstanding after the Merger at their current
redemption price of 102% of the principal amount thereof, plus
accrued interest to the redemption date.
Ketema, Inc. is a diversified, multi-product manufacturer
that develops, designs, manufactures
and markets, domestically and internationally, a wide group of
products for industrial and commercial
markets.
<PAGE>
Exhibit (d)(8)
FOR IMMEDIATE RELEASE:
KETEMA MERGER COMPLETED
Denver, CO, December 13, 1994 -- Ketema, Inc. (AMEX-KTM)
announced today the completion
of the merger into Ketema of KTM Acquisition Corp., a subsidiary
of KTM Holdings Corp.
As a result of the merger, which became effective on
December 13, 1994, former holders of
Ketema Common Stock are entitled to receive $15.00 in cash for
each of their shares.
Ketema said that instructions will be mailed promptly to former
holders of Ketema Common Stock in
order for them to obtain the cash payments they are entitled to
receive as a result of the merger.
Ketema, Inc. is a diversified, multi-product manufacturer
that develops, designs, manufactures
and markets, domestically and internationally, a wide group of
products for industrial and commercial
markets.
<PAGE>
Exhibit (d)(9)
KETEMA, INC.
Suite 600
One Cherry Center
501 South Cherry Street
Denver, Colorado 80222
December 14, 1994
To the Former Holders of
Common Stock of KETEMA, INC.:
On December 12, 1994, the stockholders of Ketema, Inc.
("Ketema") approved and adopted an
Agreement and Plan of Merger, dated as of June 21, 1994 (the
"Merger Agreement"), among Ketema, KTM
Holdings Corp., a Delaware corporation ("Holdings Corp."), and
KTM Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Holdings Corp.
("Acquisition Corp."). Pursuant to the Merger
Agreement, Acquisition Corp. was merged with and into Ketema (the
"Merger"), effective on December 13,
1994.
As a result of the Merger, as more fully described in the
Proxy Statement dated November 8, 1994,
previously sent to stockholders of Ketema, each outstanding share
of common stock, par value $1.00 per
share, of Ketema (the "Common Stock") was converted into the
right to receive $15.00 in cash, without
interest (the "Merger Consideration").
To obtain payment of the Merger Consideration for your
shares of Common Stock, the certificate(s)
representing such shares, together with the enclosed Letter of
Transmittal (properly completed in accordance
with the instructions set forth therein), must be hand delivered
or mailed to the Exchange Agent, American
Stock Transfer & Trust Company, at the address set forth on the
front side of the Letter of Transmittal.
If your certificates are sent by mail, we suggest the use of
registered mail with return receipt requested,
properly insured, for your protection.
Additional copies of the Letter of Transmittal can be
obtained from the Exchange Agent at the
address set forth on front side of the Letter of Transmittal.
KETEMA, INC.
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Exhibit (d) (10)
LETTER OF TRANSMITTAL
To accompany certificate(s) formerly representing shares of
Common Stock of
Ketema, Inc.
To: AMERICAN STOCK TRANSFER & TRUST COMPANY, Exchange
Agent
By Mail:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
By Hand/Overnight Delivery:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
For Information Call:
(718) 921-8200
PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE REVERSE SIDE
Name(s) and Address of Registered Owner(s) Certificate(s)
Surrendered
(Please Print) (Attach list, if necessary)
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Number of Shares
Certificate Represented
Number by Certificate(s)
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- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Total Shares
If any certificate has been mutilated, lost, stolen or destroyed,
check the following box and see Instruction 7:
Ladies and Gentlemen:
In connection with the merger (the "Merger") of KTM
Acquisition Corp. ("KTM Acquisition") into Ketema, Inc. (the
"Company") pursuant to an Agreement and Plan of Merger dated as
of June 21, 1994 (the "Merger Agreement"), among the Company,
KTM
Holdings Corp. and KTM Acquisition, the undersigned herewith
surrenders the above described certificate(s), which prior to the
Merger represented shares of common stock, par value $1.00 per
share, and associated Preferred Stock Purchase Rights, of the
Company (collectively, the "Common Stock"), to be exchanged for
cash in the amount of $15.00 per share, without interest, payable
pursuant to the Merger.
The undersigned hereby represents and warrants that (i)
the undersigned is the exclusive owner of the shares of Common
Stock represented by the enclosed certificate(s) and is entitled
to all rights evidenced thereby and (ii) such shares of Common
Stock are owned free and clear of all liens, claims and
encumbrances. The undersigned hereby acknowledges that delivery
of the
Common Stock certificate(s) shall be effected and risk of loss
and title to such certificate(s) shall pass only upon proper
surrender thereof to the Exchange Agent.
Unless otherwise indicated under Special Payment
Instructions below, please issue the check in the name of the
undersigned or, if the Special Payment Instructions are
completed, in the name there indicated. Unless otherwise
indicated under
Special Delivery Instructions below, please mail the check to
the person to whom it is issued at the address set forth above
or,
if the Special Delivery Instructions are completed, at the
address there indicated.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if the check is to be issued in the
name of someone other than the undersigned.
Issue check to:
Name:
(Please Type or Print)
Address:
(Include Zip Code)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if the check is to be sent to
someone other than the undersigned, or to the undersigned at an
address other than that indicated above.
Mail check to:
Name:
(Please Type or Print)
Address:
(Include Zip Code)
IMPORTANT:
STOCKHOLDERS SIGN HERE
(Also Complete Substitute Form W-9 on Reverse Side)
(Signature(s) of Stockholder(s))
Dated: , 199
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on certificate(s) for the shares of Common Stock or on
a
security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted
herewith. If signature is by an officer of a corporation,
attorney-in-fact, executor, administrator, trustee, guardian or
other
persons acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 4.)
Name(s):
(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code and Telephone 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 No.:
Dated: , 199
INSTRUCTIONS
1. Guarantee of Signature. No signature guarantee on this
Letter of Transmittal is required if (i) this Letter of
Transmittal
is signed by the registered holder(s) of the Common Stock
certificate(s) surrendered herewith, unless such holder(s) have
completed either the box entitled "Special Delivery Instructions"
or the box entitled "Special Payment Instructions" on this
Letter of Transmittal or (ii) such Common Stock certificate(s)
are surrendered for the account of a bank, broker, dealer,
credit
union, savings association or other entity that is a member in
good standing of a recognized Medallion Program approved by The
Securities Transfer Association Inc. (an "Eligible
Institution"). In all other cases, all signatures on this Letter
of
Transmittal must be guaranteed by an Eligible Institution. See
Instruction 4.
2. Delivery of Letter of Transmittal and Certificates. The
Common Stock certificate(s), together with this Letter of
Transmittal, properly completed and duly executed, or a facsimile
hereof, should be mailed in the enclosed addressed envelope, or
otherwise delivered, to the Exchange Agent at the address listed
on the front side of this Letter of Transmittal.
The method of delivery of this Letter of Transmittal, the
Common Stock certificate(s) and all other required documents is
at the option and risk of the surrendering stockholder. If
delivery is by mail, registered mail with return receipt
requested,
properly insured, is recommended.
3. Inadequate Space. If the space provided herein is
inadequate, the certificate numbers and/or the number of shares
of
Common Stock should be listed on a separate signed schedule
attached hereto.
4. Signatures on Letter of Transmittal, Stock Powers and
Endorsements. If this Letter of Transmittal is signed by the
registered holder of the Common Stock certificate(s) surrendered
hereby, the signatures must correspond with the names as written
on the face of the Common Stock certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Common Stock certificate(s) surrendered
hereby are held of record by two or more joint owners, all such
owners must sign this Letter of Transmittal.
If any of the surrendered shares of Common Stock are
registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate Letters
of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Common Stock
certificate or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary capacity, such
person should so indicate when signing, and proper evidence,
satisfactory to the Exchange Agent of such person's authority to
so act must be submitted.
When this Letter of Transmittal is signed by the
registered owner(s) of the Common Stock certificate(s) listed and
surrendered hereby, no endorsements of Common Stock certificates
or separate stock powers are required.
If this Letter of Transmittal is signed other than by the
registered owner(s) of the Common Stock certificate(s) listed
and surrendered hereby, the Common Stock certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered owner(s)
appear on the Common Stock certificate(s). Signatures on such
Common
Stock certificate(s) or stock powers are required and must be
guaranteed by an Eligible Institution, unless the signature is
that of an Eligible Institution.
5. Special Payment and Delivery Instructions. If a check for
payment on the Common Stock certificate(s) surrendered hereby is
to be sent to someone other than the signer of this Letter of
Transmittal or to an address other than that shown on the front
of
this Letter of Transmittal, the appropriate boxes on this Letter
of Transmittal should be completed.
6. Stock Transfer Taxes. If payment for shares of Common
Stock represented by the Common Stock certificate(s) surrendered
hereby is to be made to any persons other than the registered
owners, or if surrendered certificates are registered in the name
of
any persons other than the persons signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether
imposed on
the registered owner or such other person) payable on account of
the transfer to such other person will be deducted from the
payment for the shares represented by such surrendered Common
Stock certificate(s) unless satisfactory evidence of the payment
of such taxes or exemptions therefrom is submitted.
7. Mutilated, Lost, Stolen or Destroyed Common Stock
Certificates. If your Common Stock certificate(s) has (have) been
either
mutilated, lost, stolen or destroyed, such should be indicated on
the face of this Letter of Transmittal. You will then be
instructed as to the steps you must take in order to surrender
your shares for payment pursuant to the Merger.
8. Additional Copies. Additional copies of this Letter of
Transmittal may be obtained from the Exchange Agent at the
address
set forth on the front side of this Letter of Transmittal or by
telephone at the telephone number set forth on the front side of
this Letter of Transmittal.
9. Substitute Form W-9. Each stockholder surrendering
certificate(s) for payment is required to provide the Exchange
Agent
with a correct taxpayer identification number ("TIN"), generally
the stockholder's social security or federal employer
identification number, and with certain other information, on the
Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify that the stockholder is not
subject to backup withholding. Failure to provide the
information
on the Substitute Form W-9 may subject the stockholder to 31%
federal income tax withholding on the cash payment of the amount
due
on the surrendered certificate(s). The box in Part 3 of the
Substitute Form W-9 may be checked if the stockholder has not
been
issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in Part 3 is checked and the
Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 31% of the cash payment that the
stockholder is otherwise entitled to receive until a TIN is
provided to the Exchange Agent.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose shares
of Common Stock are surrendered for payment is required to
provide the Exchange Agent with such stockholder's current TIN on
Substitute Form W-9 below. 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, payments that are made to such stockholder
with respect to shares surrendered in connection with the Merger
may be subject to 31% backup withholding.
Certain stockholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these
backup withholding and reporting requirements. In order for a
stockholder that is a foreign individual to qualify as an exempt
recipient, the stockholder must submit to the Exchange Agent a
properly completed Internal Revenue Service Form W-8, signed
under
penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Exchange Agent. See
the
enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is
required to withhold 31% of any payment made to the stockholder
or
other payee. Backup withholding is not an additional tax. Rather,
the federal income 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 made to a
stockholder with respect to shares of Common Stock surrendered
for
payment, the stockholder is required to notify the Exchange Agent
of the stockholder's current 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
(1) the
stockholder has not been notified by the Internal Revenue Service
that the stockholder is subject to backup withholding as a
result of failure to report all interest and dividends or (2)
the Internal Revenue Service has notified the stockholder that
the stockholder is no longer subject to backup withholding.
What Number to Give the Exchange Agent
The stockholder is required to give the Exchange Agent
the TIN (e.g., the social security number or employer
identification number) of the record owner of the Common Stock
certificate(s). If the shares 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
guidance on which number to report.
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
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SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number ("TIN")
Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
Social security number(s) OR
Employer identification number
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Part 2-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
for me), and (2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am subject
to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS-You must cross out item (2) above if
you have been notified by the IRS that you are currently subject
to backup withholding because of underreporting interest or
dividends on your tax return.
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SIGNATURE
DATE
Part 3-
Awaiting TIN
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A
BACKUP WITHHOLDING OF 31 PERCENT OF ANY CASH PAYMENTS MADE TO YOU
PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF THE 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 (1) 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 (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number within sixty (60) days, 31% of all reportable payments
made
to me thereafter will be withheld until I provide a number.
Signature
Date
