NOTICE OF REDEMPTION
To the Holders of:
Cup Acquisition Corporation (now known as Sweetheart Cup Company Inc.)
9-5/8% Senior Secured Notes due 2000
Guaranteed by SHI Holdings Company, L.L.C.(now known as Sweetheart Holdings
Inc.)
Cusip No. 870426AB9*
REDEMPTION DATE: July 15, 2000
NOTICE IS HEREBY GIVEN that, pursuant to Section 3.07 of the Indenture,
dated as of August 30, 1993, as amended (the "Indenture"), among Sweetheart Cup
Company Inc., formerly known as Cup Acquisition Corporation (the "Company") and
Sweetheart Holdings Inc., formerly known as SHI Holdings Company, L.L.C. and
United States Trust Company of New York, as trustee (the "Trustee"), the Company
has elected to redeem all of its 9-5/8% Senior Secured Notes due 2000 (the
"Notes") on July 15, 2000 (the "Redemption Date") at a price of 100.00% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
Redemption Date (the "Redemption Price").
On the Redemption Date, the Redemption Price will become due and
payable. Unless the Company defaults in paying the Redemption Price, on and
after the Redemption Date, interest on the principal amount of the Notes will
cease to accrue. Payment of the Redemption Price will be mailed to the address
or wired to the account set forth on the Redemption Letter of Transmittal as
soon as practical after the later of (i) the Redemption Date or (ii) the date
the Notes are delivered to the Paying Agent.
The Notes will no longer be deemed outstanding on and after the
Redemption Date, and all rights with respect thereto will cease, except only the
rights of the Holders thereof to receive the Redemption Price.
In order to receive the Redemption Price, Holders must either observe
the procedures for certificated delivery or book-entry delivery as described
below.
Certificated Delivery Procedures
Payment of the Redemption Price will be made to the Holders who hold
their Notes in certificated form upon presentation and surrender the Notes at
the office of United States Trust Company of New York, as Paying Agent (the
"Paying Agent"), by mail or hand, at the following addresses:
UNITED STATES TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier
United States Trust Company of New York and By Hand Delivery
P.O. Box 84 after 4:30 p.m.:
Bowling Green Station United States Trust Company of New York
New York, NY 10274-0084 30 Broad Street - 14th Floor
(registered or certified mail Corporate Trust Operations Department
recommended) New York, NY 10004-2304
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* Please note that the CUSIP number of the Notes are included herein
solely for the convenience of the Holders. No representation is made as to the
correctness or accuracy of the CUSIP number, if any, printed on the Notes or
included herein.
<PAGE>
By Hand By Facsimile:
Delivery to 4:30 p.m.: (212) 422-0183 or (646) 458-8104
United States Trust Company of New York (For Eligible Institutions Only)
30 Broad Street, B-Level Confirm by telephone:
New York, NY 10004-2304 (800) 548-6565
Attn: Corporate Trust Services
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions via a facsimile transmission to a
number other than as set forth above will not constitute a valid delivery.
The Notes called for redemption must be surrendered to the Paying Agent
to collect the Redemption Price. The method of delivery of certificated Notes to
the Paying Agent is at the option and risk of the Holder. If such delivery is by
mail, it is suggested that the Holder use properly insured, certified or
registered mail with return receipt requested.
<PAGE>
Book-Entry Delivery Procedures
The Paying Agent will establish an account or utilize an existing
account with respect to the Notes at The Depository Trust Company (the
"Book-Entry Delivery Facility"), and any financial institution that is a
participant in the Book-Entry Delivery Facility system and whose name appears on
a security position listing as the owner of the Notes may make book-entry
delivery of Notes by causing the Book-Entry Delivery Facility to transfer such
Notes into the Paying Agent's account in accordance with the Book-Entry Delivery
Facility's procedures for such transfer. In any such case, an Agent's Message in
lieu of a properly completed and executed Redemption Letter of Transmittal will
be deemed a proper surrender of the Notes for Notes held in book-entry form. The
term "Agent's Message" means a message transmitted by the Book-Entry Delivery
Facility to the Paying Agent, which states that the Book-Entry Delivery Facility
has received an express acknowledgment from the participant in the Book-Entry
Delivery Facility delivering the Notes that such participant has received and
agrees to be bound by the terms of the Redemption Letter of Transmittal and that
the Company may enforce such agreement against the participant.
Any beneficial owner whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee or held through
the Book-Entry Delivery Facility should contact such registered Holder promptly
and instruct such registered Holder to deliver the Notes on such beneficial
owner's behalf.
IMPORTANT UNITED STATES FEDERAL INCOME TAX INFORMATION
Under United States federal income tax law, the Paying Agent may be
required to withhold 31% of the amount of payments to Holders presenting their
Notes for redemption who have failed to furnish a Taxpayer Identification Number
to the Paying Agent, certified to be correct under penalties of perjury.
Certification may be made to the Paying Agent, as the case may be, on a
Substitute Form W-9, a copy of which is provided in the accompanying Redemption
Letter of Transmittal.
------------------------------------------------
Should you have any questions regarding the redemption of the Notes,
please contact United States Trust Company of New York. Contact information for
United States Trust Company of New York is set forth on the face of this Notice
of Redemption.
SWEETHEART CUP COMPANY INC.
<PAGE>
REDEMPTION LETTER OF TRANSMITTAL
to Accompany the Surrender of
SWEETHEART CUP COMPANY, INC.
9-5/8% SENIOR SECURED NOTES DUE 2000
Guaranteed by Sweetheart Holdings Inc.
Cusip No. 870426AB9*
Certificates for Notes surrendered for redemption in whole should be
sent or delivered to United States Trust Company of New York, Trustee for the
Notes in its capacity as Paying Agent, as follows:
UNITED STATES TRUST COMPANY OF NEW YORK, PAYING AGENT
By Mail: By Overnight Courier
United States Trust Company of New York and By Hand Delivery after 4:30 p.m.:
P.O. Box 84 United States Trust Company of New York
Bowling Green Station 30 Broad Street - 14th Floor
New York, NY 10274-0084 Corporate Trust Operations Department
(registered or certified mail New York, NY 10004-2304
recommended)
By Hand Delivery to 4:30 p.m.: By Facsimile:
United States Trust Company of New York (212) 422-0183 or (646) 458-8104
30 Broad Street, B-Level (For Eligible Institutions Only)
New York, NY 10004-2304 Confirm by telephone:
Attn: Corporate Trust Services (800) 548-6565
This Redemption Letter of Transmittal is to be used by Holders if: (i)
certificates representing Notes are to be physically delivered to the Paying
Agent herewith by such Holders; or (ii) delivery of Notes is to be made by
book-entry delivery to the Paying Agent's account at The Depository Trust
Company (the "Book-Entry Delivery Facility") by any financial institution that
is a participant in a Book-Entry Delivery Facility and whose name appears on a
security position listing as the owner of Notes and an Agent's Message (as
defined in the accompanying notice) is not delivered.
|_| CHECK HERE IF CERTIFICATES FOR NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF NOTES ARE BEING DELIVERED BY BOOK-ENTRY DELIVERY MADE TO
THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH THE BOOK-ENTRY DELIVERY
FACILITY AND COMPLETE THE FOLLOWING:
Name of Institution:
If the Notes will be delivered by book-entry delivery at The Depository Trust
Company, please provide the following information:
Account Number:
Transaction Code Number:
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* PLEASE NOTE THAT THE CUSIP NUMBER OF THE NOTES IS PROVIDED SOLELY FOR THE
CONVENIENCE OF THE NOTEHOLDERS. NO REPRESENTATION IS MADE AS TO THE CORRECTNESS
OR ACCURACY OF THE CUSIP NUMBER, IF ANY, PRINTED ON THE NOTES OR INCLUDED
HEREIN.
<PAGE>
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DESCRIPTION OF NOTES
(Please fill in)
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Name(s) and Address(es) Certificate Principal Amount
of Registered Owner(s) Number(s)* Surrendered
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(Attach separate Total:
schedule if necessary)
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* Need not be completed by Holders delivering by book-entry delivery.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS REDEMPTION LETTER OF TRANSMITTAL
IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE
FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS REDEMPTION LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS REDEMPTION LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Notice of Redemption, dated
July 15, 2000 (the "Notice"), with respect to the 9-5/8% Senior Secured Notes
due 2000, Cusip No. 870426AB9 (the "Notes"), of Sweetheart Cup Company, Inc.,
formerly Cup Acquisition Corporation (the "Company"). Enclosed herewith are the
Notes indicated above, which are being surrendered hereby for redemption by the
Company on the redemption date of July 15, 2000 (the "Redemption Date"), at a
redemption price of 100.00% of the principal amount thereof plus accrued and
unpaid interest, if any, on the Redemption Date. The undersigned understands
that interest on the Notes will cease to accrue on and after the Redemption
Date.
The undersigned hereby represents and warrants that he or she has good
title to the Notes being surrendered to the Company, free and clear of all
liens, restrictions, charges and encumbrances, and that such Notes are not
subject to any adverse claim or right. The undersigned also hereby represents
and warrants that he or she has full power and authority to surrender for
redemption the Notes listed above, and that he or she will execute and deliver
any additional documents which are required or appropriate to perfect the
surrender of such Notes. All authority conferred or agreed to be conferred by
this Redemption Letter of Transmittal shall survive the death or incapacity of
the undersigned, and any obligation of the undersigned shall be binding upon the
heirs, executors, personal representatives, administrators, successors and
assigns of the undersigned.
The undersigned hereby agrees that the Company may deduct from the
redemption price of the Notes being surrendered herewith the amount of transfer
taxes, if any, payable on account of the transfer of such Notes to the
undersigned by the registered owner(s) thereof or on account of the redemption
of the Notes. See Instruction 4.
Please deliver payment of the redemption price for the Notes to which
the undersigned is entitled by check or wire transfer, as indicated under
PAYMENT INSTRUCTIONS below. If payment by check is specified, or if no method of
payment is specified, please deliver a check in the name and to the address
indicated on the records of the Company, unless otherwise indicated under
Special Payment Instructions or Special Delivery Instructions below.
<PAGE>
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PAYMENT INSTRUCTIONS
(See Instruction 5.)
The undersigned hereby requests that payment of the redemption price be
made by:
Check
Wire Transfer of Immediately Available Funds (Please Note: Wire
Transfers are subject to a $25 processing fee which will be deducted
from payment of the redemption price.)
(If payment is to be made by wire transfer, please complete the wire
transfer instructions below.)
Account Name:_________________________________________________________
Account Number:_______________________________________________________
Bank Name:____________________________________________________________
Bank Address:_________________________________________________________
ABA Number:___________________________________________________________
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
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Complete if payment of the redemption Complete if payment of the redemption
price is to be made to someone other price is to be made by check mailed to
than the registered owner(s), including the registered owner(s) or any other
payment by wire transfer to an account person at an address different from the
in a name other than the name of the address to which this Redemption Letter
registered owner(s). (See of Transmittal was sent. (See
Instructions 2, 3, 4 and 5.) Instructions 2, 3, 4 and 5.)
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Issue to: Mail to:
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Name: Name:
--------------------------------- ---------------------------------
(Please Print) (Please Print)
Address: Address:
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
(Including Zip Code) (Including Zip Code)
Tax Identification or Social Security
Number:
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<PAGE>
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SIGNATURE(S)
Dated ____________, 2000
SIGN
HERE ____________________________________________________________________
____________________________________________________________________
(Signature(s) of Noteholder(s))
Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) being surrendered or, if delivered by a participant in the
Book-Entry Delivery Facility, exactly as such participant's name appears on the
security position listing the owner of the Notes, or by person(s) authorized to
become registered owner(s) by certificates and documents delivered with this
Redemption Letter of Transmittal or by other authorized person(s). If signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title below and submit evidence satisfactory to the Paying
Agent of such person's authority to so act. (See Instruction 2.)
Name(s):_______________________________________________________________________
(Please Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
Zip Code
Tax Identification or Social Security Number:__________________________________
(See Form W-9)
Area Code and Telephone Number:________________________________________________
Guarantee of Signature(s)
(See Instructions 2 and 3 to determine if required.)
Authorized Signature:__________________________________________________________
Name:__________________________________________________________________________
Name of Firm:__________________________________________________________________
Title:_________________________________________________________________________
Address:_______________________________________________________________________
Area Code and Telephone Number:________________________________________________
Dated:_________________________________________________________________________
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<PAGE>
INSTRUCTIONS
1. Delivery of Redemption Letter of Transmittal and Certificate(s)
To receive the redemption price, physical delivery of certificates for
Notes or a confirmation of any book-entry transfer into the Paying Agent's
account with the Book-Entry Delivery Facility of Notes delivered electronically,
as well as a properly completed and duly executed copy of this Redemption Letter
of Transmittal, in the case of certificated Notes, or an Agent's Message in lieu
of the Redemption Letter of Transmittal, in the case of book-entry Notes, and
any other documents required by this Redemption Letter of Transmittal, must be
received by the Paying Agent at one of its addresses set forth herein. Please do
not send your Notes certificate(s) directly to the Company.
The method of delivery of certificated Notes, the Redemption Letter of
Transmittal and all other required documents to the Paying Agent is at the
option and risk of the noteholder. If such delivery is by mail, it is suggested
that the noteholder use properly insured, certified or registered mail with
return receipt requested. If the certificates are delivered by hand, delivery
should be made to United States Trust Company of New York, 111 Broadway, Lower
Level, New York, New York 10006, Attn: Corporate Trust Services.
2. Signatures on the Redemption Letter of Transmittal
If this Redemption Letter of Transmittal is signed by the registered
owner(s) of the certificate(s) surrendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face(s) of the
certificate(s) without alteration, enlargement or any change whatsoever. If this
Redemption Letter of Transmittal is signed by a participant in the Book-Entry
Delivery Facility whose name is shown as the owner of the Notes delivered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Notes. If any Notes surrendered hereby are
owned of record by two or more joint owners, all such owners must sign this
Redemption Letter of Transmittal. If any Notes surrendered are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Redemption Letters of Transmittal as there are
different registrations of certificates.
When this Redemption Letter of Transmittal is signed by the registered
owner(s) of the certificate(s) surrendered hereby or, if delivered by book-entry
delivery, credited to the account at the Book-Entry Delivery Facility of the
registered owner, no endorsements of certificates or assignment documents are
required, unless payment is to be made to a person other than the registered
owner(s), in which case, the certificate(s) surrendered hereby must be endorsed
or accompanied by appropriate assignment documents or a separate properly
completed bond power must be transmitted with this Redemption Letter of
Transmittal, in either case signed exactly as the name(s) of the registered
owner(s) appear(s) on such certificate(s), and, with respect to a participant in
the Book-Entry Delivery Facility whose name appears on a security position
listing as the owner of the Notes, exactly as the name(s) of the participant(s)
appear(s) on such security position. Signatures on such certificate(s) and
assignment documents or bond powers must be guaranteed by an Eligible
Institution.
If this Redemption Letter of Transmittal, any certificates or
assignment documents or bond powers are 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 the Company of such
person's authority so to act must be submitted with this Redemption Letter of
Transmittal.
3. Signature Guarantee
Except as otherwise provided below, no signature guarantee is required
on this Redemption Letter of Transmittal. Signatures on this Redemption Letter
of Transmittal must be guaranteed by a financial institution (including most
banks, savings and loan associations and brokerage houses) that is a participant
in the Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each an "Eligible Institution") if (a) the Notes surrendered herewith is
<PAGE>
registered in a name other than that of the person surrendering the Notes, or
(b) the registered noteholder of the Notes surrendered herewith has completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on this Redemption Letter of Transmittal. See
Instruction 2.
4. Transfer Taxes
The Company believes that security transfer taxes generally will not be
applicable to the redemption of the Notes. If, however, such transfer taxes are
applicable because this Redemption Letter of Transmittal is signed by someone
other than the registered owner(s) of the Notes or for any other reason, the
Company reserves the right to deduct from the redemption price of the Notes the
amount of such transfer taxes.
5. Wire Transfers; Special Payment and Delivery Instructions
Surrendering holders should indicate in the applicable box whether
payment of the redemption price of the Notes surrendered herewith should be made
by wire transfer of immediately available funds or by check. If payment is to be
made by wire transfer of immediately available funds, appropriate wire transfer
instructions must be included. If no payment method choice is indicated, or if
payment by wire transfer is selected but appropriate wire transfer instructions
are not included, payment will be made by check.
If payment of the redemption price is to be made to someone other than
the registered owner(s), including payment by wire transfer to an account in a
name other than the name of the registered owner(s), or if payment is to be made
by check mailed to the registered owner(s) or any other person at an address
different from the address to which this Redemption Letter of Transmittal was
sent, the appropriate boxes on this Redemption Letter of Transmittal should be
completed.
6. Requests for Assistance and Additional Copies
Questions and requests for assistance or additional copies of this
Redemption Letter of Transmittal, the Notice and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Paying Agent at the address set forth above or by telephone at
(800) 548-6565.
7. Destroyed, Lost or Stolen Certificates
In the event certificates representing Notes have been destroyed, lost
or stolen, in lieu of delivering or surrendering such certificates, registered
owners of such certificates may furnish evidence satisfactory to the Company and
the Paying Agent, in their discretion, of the ownership of and the destruction,
loss or theft of such certificates, furnish to the Company and the Paying Agent
indemnity satisfactory to them, in their discretion, and comply with such other
reasonable regulations as the Company and the Paying Agent may prescribe.
8. Adequacy of Documentation
The Company and the Paying Agent reserve full discretion to determine
whether each Redemption Letter of Transmittal submitted has been properly
completed and is adequate for the purposes of honoring the instruction contained
thereon. The Company and the Paying Agent shall have the right to require the
execution of any additional documents which either of them, in its sole
discretion, deems necessary or desirable to facilitate the proper payment. Any
determination by the Company or the Paying Agent as to the adequacy of the
documentation shall be final.
9. Inadequate Space
If the space provided herein is inadequate, the certificate numbers and
the principal amount of Notes should be listed on a separate signed schedule
attached hereto.
<PAGE>
10. Payment
Payment of the redemption price for Notes will be made by the Paying
Agent as soon as practicable on or after July 15, 2000, provided the Paying
Agent has received the properly completed and duly executed Redemption Letter of
Transmittal or Agent's Message in lieu of the Redemption Letter of Transmittal,
the certificates representing the Notes to be redeemed and any required
supporting documents.
IMPORTANT UNITED STATES FEDERAL INCOME TAX INFORMATION
Under United States federal income tax law, a holder surrendering Notes
for payment is required to provide the Paying Agent (as payer) with such
noteholder's correct TIN on Substitute Form W-9 below. If such noteholder is an
individual, the TIN is his or her social security number. If a surrendering
noteholder is subject to backup withholding, such noteholder must cross out item
(2) of the Certification box on the Substitute Form W-9. If the Paying Agent is
not provided with the correct TIN, the noteholder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
payment of the redemption price to be made to such noteholder may be subject to
backup withholding.
Certain noteholders (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, that noteholder must submit to the Paying Agent a properly
completed IRS Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements may be obtained from the Paying
Agent. Exempt noteholders, other than foreign individuals, should furnish their
TIN, write "Exempt" on the face of the Substitute Form W-9 below, and sign, date
and return the Substitute Form W-9 to the Paying Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies, the Paying Agent is required to withhold
31% of any payment of the redemption price made to the noteholder. 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 IRS.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a noteholder
with respect to Notes surrendered for redemption, the noteholder is required to
notify the Paying Agent of his or her correct TIN by completing the Substitute
Form W-9 below certifying that the TIN provided on such form is correct (or that
such noteholder is awaiting a TIN) and that (i) such holder is exempt from
backup withholding, (ii) such holder has not been notified by the IRS that it is
subject to backup withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified such holder that it is no longer
subject to backup withholding (see Part 2 of Substitute Form W-9).
What Number to Give the Paying Agent
The noteholder is required to give the Paying Agent the social security
number or employer identification number of the record owner of surrendered
Notes. If the Notes are held in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report. If the surrendering noteholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such noteholder should write "Applied For" in the space provided for in the TIN
in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part 1 and the Paying Agent is not provided with a TIN within sixty
(60) days, the Paying Agent will withhold 31% of the redemption price until a
TIN is provided to the Paying Agent.
<PAGE>
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PAYER'S NAME: The Bank of New York
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SUBSTITUTE PART 1-PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND OR
DATING BELOW.
Employer Identification
Number
Department of the Treasury ___________________________
Internal Revenue Service (If awaiting TIN write "Applied For")
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Payer's Request for PART 2--For Payees exempt from backup withholding,
Taxpayer Identification see the enclosed Guidelines for Certification of
Number (TIN) Taxpayer Identification Number on Substitute Form
W-9 and complete as instructed therein.
CERTIFICATION--Under the penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number or 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 IRS
or Social Security Administration office or
(b) 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; 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 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 are no longer
subject to backup withholding, do not cross
out item (2). (Also see instructions in the
enclosed Guidelines.)
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SIGNATURE DATE , 2000
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
Guidelines for Determining the Proper Identification Number to Give the Payer.--
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
Give the Give the EMPLOYER
SOCIAL SECURITY number IDENTIFICATION number
For this type of account: of-- For this type of account: of--
<S> <C> <C> <C>
1. An individual's account The individual 8. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
2. Two or more individuals The actual owner of number of the personal
(joint account) the account or, if representative or trustee
combined funds, any unless the legal entity
one of the itself is not designated
individuals(1) in the account title.) (5)
3. Husband and wife (joint The actual owner of 9. Corporate account The corporation
account) the account or, if
combined funds, 10. Religious, charitable, or The organization
either person(1) educational organization
account
4. Custodian account of a minor The minor(2) 11. Association, club, or other The organization
(Uniform Gift to Minors Act) tax-exempt organization
5. Account in the name of The ward, minor, or 12. Partnership account held in The partnership
guardian or committee for a incompetent person (3) the name of the business
designated ward, minor, or
incompetent person 13. A broker or registered The broker or nominee
nominee
6. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is
also trustee) 14. Account with the Department The public entity
of Agriculture in the name
b. So-called trust account The actual owner(1) of a public entity (such as
that is not a legal or a State or local
valid trust under State law government, school
district, or prison) that
7. Sole proprietorship account The owner(4) receives agricultural
program payments
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a SSN, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
<S> <C>
Obtaining a Number
If you don't have a taxpayer identification number or you don't payer's trade or business and you have not provided
know your number, obtain Form SS-5, Application for a Social your correct taxpayer identification number to the payer.
Security Number Card, or Form SS-4, Application for an o Payments of tax-exempt interest (including exempt-interest
Employer Identification Number, at the local office of the dividends under section 852).
Social Security Administration or the Internal Revenue o Payments described in section 6049(b)(5) to nonresident
Service and apply for a number. aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid to you.
Payees Exempt from Backup Withholding
Exempt payees described above should file Form W-9 to avoid
Payees generally exempted from backup withholding include the possible erroneous backup withholding. FILE THIS FORM WITH
following: THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND
o A corporation. RETURN IT TO THE PAYER.
o A financial institution.
o An organization exempt from tax under section 501(a), or Certain payments other than interest, dividends, and patronage
an individual retirement plan, or a custodial account dividends, that are not subject to information reporting are
under section 403(b)(7), if the account satisfies the also not subject to backup withholding. For details, see the
requirements of section 401(f)(2). regulations under sections 6041, 6041A(a), 6045 and 6045A.
o The United States or any agency or instrumentality
thereof. Privacy Act Notice.--Section 6019 requires most recipients of
o A State, the District of Columbia, a possession of the dividend, interest, or other payments to give taxpayer
United States, or any subdivision or instrumentality identification numbers to payers who must report the payments
thereof. to the IRS. The IRS uses the numbers for identification
o A foreign government, a political subdivision of a purposes. Payers must be given the numbers whether or not
foreign government, or any agency or instrumentality recipients are required to file tax returns. Payers must
thereof. generally withhold 31% of taxable interest, dividend, and
o An international organization or any agency or certain other payments to a payee who does not furnish a
instrumentality thereof. taxpayer identification number to a payer. Certain penalties
o A registered dealer in securities or commodities may also apply.
registered in the U.S. or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section Penalties
584(a).
o An exempt charitable remainder trust, or a non-exempt (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION
trust described in section 4947(a)(1). NUMBER.-- If you fail to furnish your taxpayer
o An entity registered at all times under the Investment identification number to a payer, you are subject
Company Act of 1940. to a penalty of $50 for each such failure unless your
o A foreign central bank of issue. failure is due to reasonable cause and not to willful
neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
Payments of dividends and patronage dividends not generally WITHHOLDING.-- If you make a false statement with no
subject to backup withholding include the following: reasonable basis which results in no imposition of backup
withholding, you are subject to a penalty of $500.
o Payments to nonresident aliens subject to withholding
under section 1441. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Willfully
o Payments to partnerships not engaged in a trade or falsifying certifications or affirmations may subject
business in the U.S. and which have at least one you to criminal penalties including fines and/or
nonresident partner. imprisonment.
o Payments of patronage dividends where the amount
received is not paid in money.
o Payment made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
Payments of interest not generally subject to backup
withholding include the following:
o Payments of interest on obligations issued by
individuals. Note: You may be subject to backup
withholding if this interest is $600 or
more and is paid in the course of the
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