<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DEFINITIVE SCHEDULE 13E - 3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
(FINAL AMENDMENT)
HILCOAST DEVELOPMENT CORP.
(Name of Issuer)
H. IRWIN LEVY
MAURICE A. HALPERIN
BARRY S. HALPERIN
HILCOAST DEVELOPMENT CORP.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
431313105
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
Copy to: Copy to:
H. IRWIN LEVY BRUCE E. MACDONOUGH, ESQ. KLAUS EPPLER, ESQ.
Hilcoast Development Corp. Greenberg, Traurig, Hoffman, Proskauer Rose Goetz
19146 Lyons Road Lipoff, Rosen & Quentel, P.A. & Mendelsohn LLP
Boca Raton, Florida 33434 1221 Brickell Avenue 1585 Broadway
Telephone: (561) 487-8845 Miami, Florida 33131 New York, New York 10036
Telephone: (305) 579-0500 Telephone: (212) 969-3000
Facsimile: (305) 579-0717 Facsimile: (212) 969-2900
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
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 solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction Valuation(1) Amount of Filing Fee
$6,722,906 $1,345.00
(1) Solely for purposes of calculating the filing fee, the transaction
value is based upon (i) the conversion of each of the 942,651
outstanding shares of Common Stock not owned by FLA Acquisition Corp.
into the right to receive $6.00 from FLA Acquisition Corp. and (ii) the
payment by FLA Acquisition Corp. to the holders of outstanding options
to purchase 315,000 shares of Common Stock of an amount equal to the
difference between $6.00 and the exercise price for each such option,
in settlement of such options. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended (the "Act"), equals 1/50th of one percentum of the
aggregate proposed cash payment to the holders of the Common Stock and
options.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,345.00
Form or registration no.: Preliminary Proxy Statement - Schedule 14A
Filing Party: Hilcoast Development Corp.
Date Filed: The indicated filing was made on November 25, 1996.
<PAGE> 2
This Final Amendment amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Statement"), which was filed with the
Securities and Exchange Commission (the "Commission") on January 21, 1997 by
Hilcoast Development Corp., a Delaware corporation (the "Company"), FLA
Acquisition Corp., a Delaware corporation ("Mergerco"), H. Irwin Levy, Maurice
A. Halperin and Barry S. Halperin.
This filing is made pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended, and Rule 13e-3(d)(3) promulgated thereunder and
relates to the Agreement and Plan of Merger dated as of November 21, 1996 (the
"Merger Agreement") between the Company and Mergerco, pursuant to which
Mergerco merged with and into the Company (the "Merger"), with the Company as
the surviving corporation (the "Surviving Corporation"). Unless otherwise
defined herein, all terms used herein shall have the meanings set forth in the
Statement.
Item 3. Past Contacts, Transactions or Negotiations.
(a) - (b) At the Special Meeting of Stockholders held on February 11,
1997, the Merger Agreement was approved by the affirmative vote of the holders
of a majority of the Company's common stock, $.01 par value per share (the
"Common Stock"). On February 12, 1997, 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 approximately 2:30 p.m. on
February 12, 1997.
As contemplated by the Merger Agreement, (i) immediately prior to the
effectiveness of the Merger, Mr. Levy and Messrs. Halperin contributed all of
their respective shares of Common Stock to Mergerco, (ii) Mergerco was merged
with and into the Company with the Company being the Surviving Corporation,
(iii) at the effective time of the Merger, each outstanding share (a "Share") of
Common Stock (except those Shares owned by Mergerco or held by persons who
perfected their dissenters' rights under Delaware law) was converted into the
right to receive $6.00 in cash, without interest, (iv) at the effective time of
the Merger, each outstanding Share held by Mergerco was canceled without
consideration, and (v) at the effective time of the Merger, each outstanding
share of Mergerco common stock was converted into one share of common stock of
the Surviving Corporation. The terms and conditions of the Merger are more
fully set forth in the definitive proxy statement of the Company dated January
21, 1997 (the "Definitive Proxy Statement") which was delivered in final form to
its stockholders in connection with the Special Meeting. A copy of the
Definitive Proxy Statement was included as Exhibit (d)(1) to the Statement.
Two stockholders, holding an aggregate of 1,300 Shares, notified the
Company of their intention to seek dissenters' rights of appraisal under
Delaware law. Pursuant to the Merger Agreement, their Shares were converted
into the right to receive such consideration as may be determined to be due
such holders pursuant to Delaware law.
Item 5. Plans or Proposals of the Issuer or Affiliate.
The Merger was consummated on February 12, 1997. The Surviving
Corporation intends to file a Form 15 relating to the Common Stock.
Item 6. Source and Amount of Funds or Other Consideration.
On February 11, 1997, Mr. Levy obtained a loan from Island National
Bank and Trust Company to fund his loan to Mergerco, substantially in accordance
with the terms described under "Financing of the Merger" in the Definitive
Proxy Statement.
Item 10. Interest in Securities of the Issuer.
As a result of the consummation of the Merger, Mr. Levy and Messrs.
Halperin together own 10,000 shares of the common stock of the Surviving
Corporation, or 100% of the currently outstanding shares of its common stock.
Item 17. Material to be filed as Exhibits.
(b)(3) Bring Down Letter of Patricof & Co. Capital Corp. Confirming its
Opinion
(d)(6) Letter of Transmittal
<PAGE> 3
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.
HILCOAST DEVELOPMENT CORP.
Date: February 24, 1997 By: /s/ H. Irwin Levy
-------------------------------------
H. Irwin Levy, President
10
<PAGE> 4
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.
Date: February 24, 1997 By: /s/ H. Irwin Levy
-----------------------------
H. Irwin Levy
12
<PAGE> 5
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.
Date: February 24, 1997 By: /s/ Maurice A. Halperin
-----------------------------
Maurice A. Halperin
13
<PAGE> 6
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.
Date: February 24, 1997 By: /s/ Barry S. Halperin
-----------------------------
Barry S. Halperin
14
<PAGE> 7
EXHIBIT (b)(3)
[PATRICOF & CO LOGO]
[PATRICOF & CO. LETTERHEAD]
February 12, 1997
Independent Directors Committee
Hilcoast Development Corp.
c/o Bernard Green, Chairman
19146 Lyons Road
Boca Raton, FL 33434
Gentlemen:
By letter dated November 12, 1996, the contents of which are
incorporated by reference herein (the "Opinion Letter"), Patricof & Co. Capital
Corp. ("Patricof") expressed the view that the Proposed Transaction as defined
in such letter was, from a financial point of view, fair to the Public
Shareholders of Hilcoast Development Corp. ("Hilcoast" or the "Company"), also
defined in such letter. You have requested us to prepare a "bring down" letter
to determine whether anything that has occurred between the November 12, 1996
Opinion Letter and this date, would cause us to change the conclusion set forth
in the Opinion Letter. In order to make that determination, we performed the
following activities:
I. Documents consulted and data reviewed
In the period following the delivery of the Opinion Letter, we
consulted documents and reviewed data supplemental to that
previously consulted and reviewed by us, including but not limited to
Hilcoast's Form 10-Q dated October 31, 1996, and the Merger Agreement
and Proxy Statement, both prepared for the purpose of completing the
transaction. We also reviewed the SEC filings of the companies we had
chosen for our comparative company analysis, surveyed additional
comparative transactions and updated current stock price and other data
respecting the companies previously chosen by us for such purposes. We
also updated the information required to perform our discounted cash
flow analysis and reviewed information concerning the current status of
the economy and the home building industry.
<PAGE> 8
Independent Directors Committee
Hilcoast Development Corp.
February 12, 1997
Page 2
II. Persons Interviewed
In the period following the delivery of the Opinion Letter, we
re-interviewed certain Hilcoast personnel including its Chairman/chief
executive officer, its President/chief operating officer, and its
Executive Vice President/chief financial officer. We also spent time
with the Company's independent director and members of the law firm
involved in preparing the documentation for the Proposed Transaction.
III. Factors Considered and Alternative Approaches
We considered, for the period November 12, 1996 to date, the
same elements as those considered by us in rendering the Opinion Letter
and used the same analytical approaches as those set forth therein.
IV. Assumptions and Limitations
We reiterate the assumptions and limitations set forth in the
Opinion Letter effective as of the date of this letter.
V. Conclusion
Based upon the foregoing, and subject to the assumptions and
limitations set forth in the Opinion Letter, we conclude that nothing
has come to our attention from the date of the Opinion Letter to the
date hereof that would cause us to change the conclusion set forth in
the Opinion Letter.
Very truly yours,
PATRICOF & CO. CAPITAL CORP.
/s/ Patricof & Co. Capital Corp.
- --------------------------------
<PAGE> 9
EXHIBIT (d)(6)
LETTER OF TRANSMITTAL
To Accompany Certificates for Shares of Common Stock
of Hilcoast Development Corp.
(Please Read the Attached Instructions Carefully)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATES SURRENDERED
- -----------------------------------------------------------------------------------------------
CERTIFICATE(S) ENCLOSED
(ATTACH ADDITIONAL LIST IF NECESSARY)
----------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNERS
(PLEASE FILL IN IF BLANK) CERTIFICATE NUMBER(S) NUMBER OF SHARES
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
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----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL NUMBER
OF SHARES
- -----------------------------------------------------------------------------------------------
</TABLE>
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY, AS PAYING AGENT
40 Wall Street
46th Floor
New York, New York 10005
Telephone: (212) 936-5100
Facsimile: (718) 234-5001 Attn: Cynthia Trottman
In connection with the merger (the "Merger") with and into Hilcoast
Development Corp., a Delaware corporation (the "Company"), of FLA Acquisition
Corp. ("Mergerco"), a Delaware corporation formed by the Company's Chairman of
the Board and certain other stockholders for the purpose of consummating the
Merger, with the Company being the surviving corporation (the "Surviving
Corporation"), pursuant to the Agreement and Plan of Merger dated as of
November 21, 1996 (the "Merger Agreement"), which Merger became effective on
February 12, 1997, the undersigned hereby deposits and surrenders the
above-described stock certificate(s) formerly representing shares of Common
Stock, $.01 par value (the "Common Stock"), of the Company in exchange for a
check for $6.00, without interest, for each share of Common Stock surrendered,
in accordance with the Merger Agreement and instructions specified below.
The undersigned hereby represents and warrants that (i) the
undersigned has full power and authority to surrender the certificate(s)
representing the shares of Common Stock set forth above and (ii) the
undersigned has good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by you or the Surviving Corporation to be necessary
or desirable to complete the surrender and exchange of such Common Stock
certificate(s).
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, legal and personal representatives, successors and assigns of
the undersigned.
The undersigned understands that the delivery and surrender of the
certificate(s) representing Common Stock shall be effected, and risk of loss
and title to such certificate(s) shall pass, only upon proper delivery to the
Paying Agent of such certificate(s) and this Letter of Transmittal, duly
completed and signed, together with all accompanying evidence of authority in
form satisfactory to the Surviving Corporation and other required
<PAGE> 10
documents and payments of any transfer or other taxes. All questions as to
validity, form and eligibility of the surrender of certificate(s) hereunder
will be determined by the Surviving Corporation, and such determination shall
be final and binding on the stockholders.
Please issue a check for the cash to which the undersigned is entitled
in the name in which the former shares of Common Stock owned by the undersigned
have been recorded on the books of the Company and deliver the same or mail to
the address of record, unless other instructions as to identity of the
registered holder or mailing address are indicated.
PLEASE SIGN HERE (See General Instruction 3)
<TABLE>
<S> <C>
X Date
-------------------------------------------------- ---------------------------
X
-------------------------------------------------- Telephone Number, Including
(Signature(s) of Owner(s) Area Code ( )
and Capacity -----------------
</TABLE>
Signature(s) of registered holder(s) must be signed by registered
holder(s) exactly as name appears on certificate(s) or by person(s) authorized
to sign certificate(s) and document(s) transmitted.
Signature(s) Guaranteed by: (See General Instruction 3)
- --------------------------------------------------
- --------------------------------------------------
(AUTHORIZED SIGNATURE)
PLEASE COMPLETE ATTACHED SUBSTITUTE FORM W-9. IF A PERSON HAS BEEN INDICATED
UNDER "SPECIAL ISSUANCE INSTRUCTIONS" BELOW, SUCH PERSON MUST COMPLETE A
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
TO BE COMPLETED BY ALL PERSONS SURRENDERING SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
Please provide your Taxpayer
Identification Number or Social -----------------------------------
Security Number in the box at the
right and certify by signing and -----------------------------------
dating below.*
Date: ___________________________, 1997
Sign
Here:
----------------------------
*IRS rulings require a 31% withholding on any cash distributions for which a
Social Security Number or Taxpayer Identification Number has not been provided.
See Instruction 7.
- --------------------------------------------------------------------------------
2
<PAGE> 11
- --------------------------------------------------------------------------------
FILL IN ONLY IF CHECK(S) ARE TO BE ISSUED OR MAILED TO
OTHER THAN NAME AND ADDRESS OF RECORD AS SHOWN ABOVE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(See Instruction 4A)
To be completed ONLY if checks are to be issued in the name of someone other
than the person or persons whose signature(s) appears on the face of this
Letter of Transmittal or issued to a record address different from that shown
in the box entitled "Description of Certificate(s) Surrendered" on the face of
this Letter of Transmittal.*
Name:
-----------------------------------------
(Please Print)
- ----------------------------------------------
(Please Print)
Address:
--------------------------------------
- ----------------------------------------------
Zip Code
- ----------------------------------------------
Employer Identification or Social Security No.
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 4B)
To be completed ONLY if checks are to be sent to someone other than the person
or persons whose signature(s) appears on the face of this Letter of Transmittal
or to an address other than that shown in the box entitled "Description of
Certificate(s) Surrendered" on the face of this Letter of Transmittal.
Name:
-----------------------------------------
(Please Print)
- ----------------------------------------------
(Please Print)
Address:
--------------------------------------
- ----------------------------------------------
Zip Code
- ----------------------------------------------
Employer Identification or Social Security No.
- --------------------------------------------------------------------------------
*IRS rulings require a 31% withholding on any cash distributions for which a
Social Security or Taxpayer Identification Number has not been provided. See
Instruction 7.
3
<PAGE> 12
GENERAL INSTRUCTIONS
FOR DEPOSIT AND SURRENDER OF CERTIFICATE(S) FORMERLY
REPRESENTING SHARES OF COMMON STOCK OF HILCOAST DEVELOPMENT CORP.
1. The Completion of Letter of Transmittal and Deposit
and Surrender of Certificates
This Letter of Transmittal ("Letter of Transmittal") must be properly
filled out, executed and mailed or delivered, accompanied by the certificate(s)
representing the shares of Common Stock to be deposited and surrendered in the
manner indicated, to American Stock Transfer & Trust Company, as Paying Agent
(the "Paying Agent"), at the address set forth on the front of the Letter of
Transmittal. No checks may be delivered to a former Company stockholder until
a properly completed Letter of Transmittal, accompanied by the certificate(s)
for shares of Common Stock to be deposited and surrendered and other documents,
if required, have been received by the Paying Agent
2. Method of Delivery
The method of delivery of certificate(s) for shares of Common Stock to
be deposited and surrendered to the Paying Agent, at the address set forth on
the front of the Letter of Transmittal, is at the option and risk of the
depositing and surrendering former stockholder. Delivery will be deemed
effective only when received by the Paying Agent at such address. If the
certificate(s) is sent by mail, then registered mail, properly insured, is
suggested. A return envelope is enclosed for convenience of transmittal.
3. Signature and Endorsement
A. Check(s) in Same Name(s). If any check(s) is to be issued in
the name of the registered holder of the deposited and surrendered
certificate(s), such deposited and surrendered certificate(s) need not be
endorsed and the signature on the Letter of Transmittal need not be guaranteed.
B. Check(s) in New Name(s). If any check(s) is to be issued in a
name different from that in which the deposited and surrendered certificate(s)
is registered, such deposited and surrendered certificate(s) must be endorsed
or accompanied by an appropriate stock power, with the signature guaranteed by
a commercial bank, trust company, credit union or savings and loan that is a
member of the Medallion Signature Guarantee Program or by a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. A verification by a Notary Public is not
acceptable. The signature on the Letter of Transmittal also must be guaranteed
in the same manner.
C. Persons Acting in a Fiduciary Capacity. Letters of Transmittal
executed by trustees, executors, administrators, guardians, officers of
corporations, attorneys-in-fact or others acting in a fiduciary or
representative capacity must indicate such capacity and must be accompanied by
proper evidence of the signer's authority to act.
D. Joint Owners; Different Names. If any of the certificate(s)
surrendered hereby are owned by two or more joint owners, all such owners must
sign this Letter of Transmittal. If any certificate(s) surrendered are held in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate copies of this Letter of Transmittal as there are
names in which certificate(s) are held.
4. Particular Instructions Concerning Issuance and Delivery
A. Issuance Instructions. Indicate in the box labeled "Special
Issuance Instructions" the information requested therein with respect to any
persons to whom any check(s) are to be issued if different from the name or
address of the person(s) that is recorded on the books of the Company.
B. Delivery Instructions. Indicate in the box labeled "Special
Delivery Instructions" the name and address of the person to whom any check(s)
are to be sent if different from the name or address that is recorded on the
books of the Company.
4
<PAGE> 13
5. Mutilated, Lost, Stolen or Destroyed Certificate(s)
Any stockholder whose certificate(s) have been mutilated, lost,
stolen, or destroyed should contact the Paying Agent, at the address indicated
above, for further instructions.
6. Transfer Taxes
If payment is made to any person other than the registered
stockholder, or if tendered certificate(s) are recorded in the name of any
person other than the person signing this Letter of Transmittal, then the
amount of such transfer or other taxes (whether imposed on the registered
holder or any other person) required by reason of the payment to a person other
than the registered holder of the certificate(s) surrendered must be paid by
the person requesting such payment or such requesting person must establish to
the satisfaction of the Surviving Corporation that the tax has been paid or is
not applicable.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) listed in this Letter
of Transmittal.
7. Taxpayer Identification Number
Federal income tax law requires that a stockholder who surrenders
certificate(s) must provide his or her correct taxpayer identification number
("TIN"), which, in the case of a stockholder who is an individual, is his or
her social security number. If the stockholder does not provide the correct
TIN, the stockholder may be subject to a penalty imposed by the Internal
Revenue Service ("IRS"), and payments made to the stockholder may be subject to
a 31% backup withholding. If backup withholding results in an overpayment of
taxes, a refund may be obtained from the IRS. Exempt stockholders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding requirements. In order for a foreign individual to
qualify as an exempt person, that individual must submit a statement, signed
under penalty of perjury, attesting to that individual's exempt status. A Form
W-8 for such a statement can be obtained from the Paying Agent.
To prevent backup withholding, each surrendering stockholder subject
to backup withholding must provide his or her correct TIN by completing the
attached substitute Form W-9, certifying that the TIN provided is correct (or
that the stockholder is awaiting a TIN) and that (a) the stockholder has not
been notified by the IRS that it, he or she is subject to backup withholding as
a result of failure to report all interest or dividends or (b) the IRS has
notified the stockholder that it, he or she is no longer subject to backup
withholding. To prevent possible erroneous backup withholding, exempt
stockholders (other than certain foreign individuals) should certify on the
attached substitute Form W-9 that such stockholder is exempt from backup
withholding. If a stockholder has been notified by the IRS that it, he or she
is subject to backup withholding because of underreporting interest or
dividends on its, his or her tax return, it, he or she should nevertheless
complete and sign the attached substitute Form W-9 but should (unless after
being so notified by the IRS it, he or she received a notification from the IRS
that it, he or she is no longer subject to backup withholding) cross out item
(2) of the certification on the form. In such case, backup withholding will
not apply to the delivery to the stockholder of the check. If the
certificate(s) are in more than one name or are not in the name of the actual
owner, consult the chart on page 8 hereof for information on which TIN to
report.
8. Prompt Return of Certificates
It is important that the Company's stockholders surrender their Common
Stock certificate(s) promptly. No check will be mailed until a properly
completed Letter of Transmittal and certificate(s) have been received by the
Paying Agent.
9. Inquiries
All inquiries with respect to this Letter of Transmittal and the
surrender of any certificate(s) formerly representing shares of Common Stock
should be directed to the Paying Agent (Telephone: (212) 936-5100).
5
<PAGE> 14
10. Miscellaneous
The Surviving Corporation will not be under any duty to notify any
stockholder of any defects in the deposit and surrender of any certificate(s)
formerly representing Common Stock and shall not incur any liability for
failure to give such notification. The Surviving Corporation shall have the
absolute right to reject any or all of such deposits that are not in proper
form and to waive any irregularities or conditions of such deposits. All
questions with respect to the Letter of Transmittal will be determined by the
Surviving Corporation, which determination shall be final and binding.
6
<PAGE> 15
<TABLE>
<CAPTION>
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TO BE COMPLETED BY ALL SURRENDERING STOCKHOLDERS
If a person has been indicated under "Special Issuance Instructions," such person must complete a substitute Form W-9.
(See Instruction 7 and the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
PAYER'S NAME: FLA Acquisition Corp.
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PLEASE PROVIDE YOUR TAXPAYER IDENT- TAXPAYER IDENTIFICATION NUMBER
IFICATION NUMBER IN THE SPACE AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
----------------------------------------------
----------------------------------------------
(SOCIAL SECURITY NO. OR
EMPLOYER IDENTIFICATION NO.)
--------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PLEASE CHECK THIS BOX IF YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT OF,
INTERNAL REVENUE SERVICE YOUR TAXPAYER IDENTIFICATION NUMBER [ ]
--------------------------------------------------------------------------------
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 Taxpayer Identification Number to be issued to
me), and
(2) I am not subject to backup withholding either because 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 the IRS has notified me that I am no longer subject to
backup withholding.
You must cross out item (2) 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 are no longer subject to backup withholding, do not cross out item (2).
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION PRINT YOUR NAME:
NUMBER AND CERTIFICATION. -------------------------------------------------------------------
FOR PAYEES EXEMPT FROM ADDRESS:
BACKUP WITHHOLDING. (SEE ---------------------------------------------------------------------------
GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION SIGNATURE: DATE:
NUMBER ON SUBSTITUTE --------------------------------------------------- ----------------
FORM W-9)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. FOR ADDITIONAL
DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
IF YOU CHECKED THE ABOVE BOX OF THIS SUBSTITUTE FORM W-9 INDICATING THAT YOU ARE
AWAITING RECEIPT OF YOUR TAXPAYER IDENTIFICATION NUMBER, YOU MUST SIGN AND DATE
THE FOLLOWING CERTIFICATION:
CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate IRS 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
within 60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature
--------------------------------------------------------------------------
Date
-------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
WHAT TAXPAYER IDENTIFICATION NUMBER TO GIVE
<TABLE>
<CAPTION>
==================================================================================================================================
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Individual The individual
- ----------------------------------------------------------------------------------------------------------------------------------
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the
first individual on the account.(1)
- ----------------------------------------------------------------------------------------------------------------------------------
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
- ----------------------------------------------------------------------------------------------------------------------------------
4. a. The usual revocable savings trust (grantor is also The grantor-trustee(1)
trustee)
- ----------------------------------------------------------------------------------------------------------------------------------
b. So-called trust account that is not a legal or valid The actual owner(1)
trust under state law.
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5. Sole proprietorship The owner(3)
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FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
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6. Sole proprietorship The owner(3)
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7. A valid trust, estate, or pension trust Legal entity(4)
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8. Corporate The corporation
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9. Association, club, religious, charitable, educational, The organization
or other tax-exempt organization
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10. Partnership The partnership
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11. A broker or registered nominee The broker or nominee
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12. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district, or prison) that receives
agricultural program payments.
==================================================================================================================================
</TABLE>
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(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 individual's name. You may also enter your business name.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identification number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title).
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.
8
