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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
and Rule 13e-3 (Section 240.13e-3) thereunder)
PACIFIC TELECOM, INC.
(Name of Issuer)
Amendment No. 5
(Final Amendment)
PacifiCorp
PacifiCorp Holdings, Inc.
Pacific Telecom, Inc.
PXYZ Corporation
(Names of Persons Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
694876 10 3
(CUSIP Number of Class of Securities)
James H. Huesgen Richard T. O'Brien
Pacific Telecom, Inc. PacifiCorp
805 Broadway 700 NE Multnomah Street
Vancouver, WA 98668-9901 Suite 1600
(360) 905-5800 Portland, Oregon 97232
(503) 731-2000
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Persons
Filing Statement)
WITH COPIES TO:
JOHN M. SCHWEITZER JOHN J. HUBER
EVA M. KRIPALANI LATHAM & WATKINS
STOEL RIVES BOLEY JONES & GREY 1001 PENNSYLVANIA AVENUE, N.W.
900 SW FIFTH AVENUE SUITE 1300
SUITE 2300 WASHINGTON, D.C. 20004-2505
PORTLAND, OREGON 97204 (202) 637-2200
(503) 224-3380
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 [17 CFR 240.14a-1 to
240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-
101] or Rule 13e-3(c) [Section 240.13e-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 soliciting materials or information
referred to in checking box (a) are preliminary copies: / X /
-------------------------
CALCULATION OF FILING FEE
Transaction Amount of
Valuation* Filing Fee
- -------------------------------------------------------------------------------
$158,728,260 $31,745.65
* For purposes of calculating fee only. This amount assumes the
purchase of 5,290,942 shares of common stock at $30.00 in cash
per share. The amount of the filing fee calculated in
accordance with Regulation 240.0-11 of the Securities Exchange
Act of 1934 equals 1/50 of one percentum of the value of the
shares to be purchased.
/ X / Check box if any part of the fee is offset 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: $31,745.65
Form or Registration No.: N/A
Filing Party: Same as above.
Date Filed: April 7, 1995
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Page 1 of 8 Pages. Exhibit Index on Page 8.
<PAGE>2
INTRODUCTORY STATEMENT
This Amendment No. 5 ("Amendment No. 5"), which constitutes the
final amendment to the Transaction Statement on Schedule 13E-3, is
being filed by Pacific Telecom, Inc., a Washington corporation
("Pacific Telecom"), PacifiCorp Holdings, Inc., a Delaware
corporation and the owner of 100 percent of the outstanding common
stock of Pacific Telecom ("Holdings"), and PacifiCorp, an Oregon
corporation and the owner of 100 percent of the outstanding stock of
Holdings, for the purpose of amending the Transaction Statement on
Schedule 13E-3 originally filed by the parties on April 7, 1995 and
amended by Amendment No. 1 filed on May 22, 1995, Amendment No. 2
filed on June 5, 1995, Amendment No. 3 filed on August 4, 1995 and
Amendment No. 4 filed on August 24, 1995.
This Amendment No. 5 relates to the Annual Meeting of the
shareholders of Pacific Telecom (the "Annual Meeting"), held at 10:00
a.m. on September 27, 1995 to approve the proposed merger of Pacific
Telecom with a wholly owned subsidiary of Holdings, pursuant to which
Pacific Telecom would survive and become a wholly owned subsidiary of
Holdings.
The following items are hereby amended and supplemented as set
forth herein.
<PAGE>3
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended and supplemented as follows:
At the Annual Meeting, the Agreement and Plan of Merger dated as
of March 9, 1995 (the "Merger Agreement") by and among Pacific
Telecom, Holdings, and PXYZ Corporation, a wholly owned subsidiary of
Holdings ("PXYZ"), was approved by the shareholders of Pacific
Telecom. Immediately following the Annual Meeting, the merger of
PXYZ with and into Pacific Telecom (the "Merger") was then
consummated by filing Articles of Merger with the Washington
Secretary of State. As a result of the Merger, each share of Pacific
Telecom common stock held by shareholders other than Holdings (and
other than shares as to which dissenters' rights were properly
perfected) was converted into the right to receive a cash payment of
$30.00 per share in exchange for the common stock. Shares of Pacific
Telecom's common stock held by Holdings were cancelled. Each share
of PXYZ common stock outstanding was converted into one share of
common stock of Pacific Telecom. Accordingly, Pacific Telecom is now
a wholly owned subsidiary of Holdings.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
(c) Paying Agent Agreement dated September 27,
1995 among LaSalle National Bank, N.A.,
PacifiCorp Holdings, Inc. and Pacific
Telecom, Inc.
(d)(2) Notice of Merger dated September 27, 1995
(d)(3) Letter of Transmittal
<PAGE>4
SIGNATURES
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.
Dated: September 28, 1995
PACIFIC TELECOM, INC.
By JAMES H. HUESGEN
-----------------------------
James H. Huesgen
Executive Vice President
and Chief Financial Officer
<PAGE>5
SIGNATURES
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.
Exhibit Number Description
Dated: September 28, 1995
PACIFICORP HOLDINGS, INC.
By RICHARD T. O'BRIEN
-----------------------------
Richard T. O'Brien
Senior Vice President
<PAGE>6
SIGNATURES
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.
Dated: September 28, 1995
PXYZ CORPORATION
By RICHARD T. O'BRIEN
-----------------------------
Richard T. O'Brien
President
<PAGE>7
SIGNATURES
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.
Dated: September 28, 1995
PACIFICORP
By RICHARD T. O'BRIEN
-----------------------------
Richard T. O'Brien
Senior Vice President and
Chief Financial Officer
<PAGE>8
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
- ------ ----------- ------------
(c) Paying Agent Agreement dated September 27, 1995
among LaSalle National Bank, N.A., PacifiCorp
Holdings, Inc. and Pacific Telecom, Inc.
(d)(2) Notice of Merger dated September 27, 1995
(d)(3) Letter of Transmittal
<PAGE>1
EXHIBIT (c)
Paying Agent Agreement
September 27, 1995
LaSalle National Bank
135 South LaSalle Street
Suite 200
Chicago, IL 60603
Re: Merger of PXYZ Corporation with and into Pacific Telecom, Inc.
Ladies and Gentlemen:
This letter sets forth our agreement relating to the services
to be performed by you as Paying Agent in connection with the
merger (the "Merger") of PXYZ Corporation, a Washington
corporation ("Transitory Subsidiary"), with and into Pacific
Telecom, Inc., a Washington corporation ("Pacific Telecom"),
pursuant to an Agreement and Plan of Merger, dated as of March 9,
1995 (the "Merger Agreement"), by and among PacifiCorp Holdings,
Inc., a Delaware corporation, ("Holdings"), Transitory Subsidiary
and Pacific Telecom. Capitalized terms not otherwise defined
herein shall have the meanings assigned to them in the Merger
Agreement.
The Merger Agreement provides that each holder other than
Holdings (each a "Minority Shareholder") of Pacific Telecom Common
Stock ("PTI Common Stock") may surrender the certificate(s)
theretofore representing such PTI Common Stock to you as Paying
Agent and, in accordance with the Merger Agreement, shall, upon
the proper surrender of such certificate(s), be entitled to
receive an amount equal to $30.00 multiplied by the number of
shares of PTI Common Stock theretofore represented by such
certificate(s).
As Paying Agent, you shall pay to the Minority Shareholders
surrendering certificate(s) theretofore representing shares of PTI
Common Stock the amount set forth above and, in connection
therewith, the following procedures shall apply:
1. Notification of the Merger
Pacific Telecom has delivered to you a list of the
shareholders as of the date of such list, setting forth the number
of shares held, the certified tax identification numbers, the
certificate numbers of such shares, and the mailing address of
each such shareholder (the "Shareholders List"). Prior to the
Effective Time, Pacific Telecom shall deliver to you written
<PAGE>
notice of any changes to the Shareholders List as soon as Pacific
Telecom becomes aware of such change.
Upon notification by Holdings that the Effective Time has
occurred, you shall send to each Minority Shareholder on the
Shareholders List a copy of the Letter to Shareholders attached
hereto as Exhibit A ("Letter to Shareholders"), the Letter of
Transmittal attached hereto as Exhibit B ("Letter of
Transmittal"), including Substitute Form W-9 and Guidelines
<PAGE>2
for Certification of Taxpayer Identification Number, and a return
envelope. You shall furnish upon request of any Minority
Shareholder additional copies of such materials.
2. Receipt of Letters of Transmittal, Affidavits and
Related Items.
From and after the Effective Time, as to which you will be
advised, and until termination of your appointment as Paying
Agent, you are hereby authorized and directed to examine each
Letter of Transmittal and certificate representing shares of PTI
Common Stock delivered or mailed to you to determine whether or
not all requirements necessary to constitute a valid surrender, as
set forth in the Letter of Transmittal and in the Merger
Agreement, have been met. All certificates for shares of PTI
Common Stock must be surrendered on the terms and conditions set
forth in the Letter of Transmittal and in the Merger Agreement,
unless waived by an authorized officer of Holdings. You shall be
entitled to rely upon any notice, document, security or signature
which you believe in good faith to be genuine and upon an opinion
of counsel as to any matter of law. When there is a deficiency of
any such item(s), you shall promptly inform the presenter(s) of
such item(s) of the non-compliance. You shall inform Holdings and
its counsel of any item(s) which, after two weeks of their
receipt, continue to have a deficiency in their execution. You
shall make such items available for the review of Holdings and its
counsel and you shall follow the instructions of Holdings
regarding the disposition of such item(s) and such determination
shall be final and binding.
3. Deposit and Application of Funds.
(a) Not later than 2:00 p.m. Central Daylight Time on the
date that the Effective Time occurs, Holdings shall cause to be
deposited with you as Paying Agent a corpus (the "Payment Funds")
sufficient for you as Paying Agent to make full payment of the
Merger Consideration to the Minority Shareholders (other than
those holding Dissenting Shares).
(b) The Payment Funds shall be invested pursuant to written
instructions from Holdings in Permitted Investments (as defined in
Section 3(d) below), and such funds shall be held by you from and
after the Effective Time and until disbursed by you pursuant to
and in accordance with the terms of this Agreement for the benefit
of the holders of shares of Minority Stock. You shall at all time
maintain records evidencing the segregated amounts invested and
the proceeds of the investment of such funds. You shall not be
liable for any losses with respect to investments made by you in
accordance with this Section 3.
Upon termination of this Paying Agency Agreement, you shall
deliver to Holdings any remaining funds held by you as Paying
Agent pursuant to the terms of Section 14 of this Agreement, and
thereafter, unless as Paying Agent you have retained funds as
provided below, any holder of certificates representing shares of
PTI Common Stock shall look only to the Surviving Corporation for
payment of any check drawn on the funds deposited with you and
presented to you as Paying Agent; provided, however, that
notwithstanding anything to the contrary contained in this
Agreement, you may retain an amount equal to the aggregate amount
payable in checks drawn on the funds deposited with you through
such date which have not yet been presented for payment.
(c) Any interest earned on the Payment Funds ("Interest")
shall be distributed to the Surviving Corporation as directed by
Holdings. The Surviving Corporation shall bear all federal, state
and local income tax liability on the Interest earned on the
Payment Funds.
<PAGE>3
(d) For purposes of this Section 3, Permitted Investments
means:
(i) bills, notes and other direct obligations issued by
the United States of America or by any agency thereof;
(ii) repurchase agreements collateralized by bills,
notes and other direct obligations issued by the United
States of America or by any agency thereof;
(iii) obligations issued by any state or political
subdivision thereof, which are rated within the highest
category by at least two nationally recognized statistical
rating organizations;
(iv) certificates of deposits, bankers acceptances and
time deposits issued or supported by the credit of domestic
or foreign banks with assets in excess of $1 billion;
(v) commercial paper rated in the highest category by
at least two nationally recognized statistical rating
organizations.
The term of any of the above investments shall not
exceed sixty (60) days.
4. Payment.
(a) At any time after the Effective Time, and upon receipt
by you of certificates therefore representing shares of Minority
Stock, together with a Letter of Transmittal, each properly
completed and executed in accordance with Paragraph 2 hereunder,
you are hereby directed to deliver a bank or certified check (or,
if the amount exceeds $100,000, a wire transfer of immediately
available funds) as instructed by such Minority Shareholder in the
Letter of Transmittal in an amount equal to $30.00 multiplied by
the number of shares of Minority Stock therefore represented by
such certificate(s) less any required federal income tax
withholding, such deliveries of bank or certified checks by you to
be made by first-class mail, postage prepaid, and to be made by
you as promptly as practicable as surrenders of stock certificates
and Letters of Transmittal are received by you.
(b) The Surviving Corporation shall be liable for all
transfer documentary, sales, use, stamp, registration or other
such taxes and fees. The Paying Agent shall prepare and deliver
tax reports on IRS Form 1099B with respect to any payments to the
Minority Shareholders pursuant to this Section 4.
(c) If payment for any shares of PTI Common Stock is to be
made in a name other than that of the registered holder of the
shares of PTI Common Stock, you are hereby directed to determine
that the following requirements are fulfilled:
(i) surrendered certificates must be duly endorsed by
he registered holder thereof in exactly the same way as the
name appears on the face thereof without any change or
alteration, or must be accompanied by proper stock powers so
endorsed, except as provided in subparagraph (iii) hereof;
(ii) the signature of the endorser must be guaranteed
as specified in the Letter of Transmittal;
<PAGE>4
(iii) when the endorsement is executed by an officer of
a corporation, attorney, executor, administrator, trustee,
guardian or other person acting in a fiduciary or
representative capacity, the person signing the endorsement
must give such person's full title in such capacity, and
proper evidence of the appointment and authority of such
person must be forwarded with the certificate(s) for the
shares;
(iv) in case of joint ownership, all joint owners must
sign; and
(v) no stock transfer taxes will arise by reason of
the Merger or will be collectible by you; provided, however,
that it will be a condition to the issuance of any check or
wire transfer in any name other than the name in which the
surrendered certificate for the shares is registered that the
person requesting the issuance of such check or wire transfer
either pay to you any transfer or other taxes required by
reason of such issuance, or establish to your satisfaction
that such tax has been paid or is not applicable or, if the
foregoing conditions are waived by Holdings, you shall deduct
the amount of such tax from the amount of any payment to be
made hereunder and make payment of the net amount as set
forth in the Letter of Transmittal.
(d) The Paying Agent shall return to the surrendering
holders, in accordance with the provisions of the Letter of
Transmittal, any shares that were not properly surrendered as to
which the irregularities or defects were not cured or waived.
5. Cancellation.
Upon termination of this Agreement or as soon as practicable
thereafter, you shall deliver to the Surviving Corporation for
cancellation all certificates formerly representing PTI Common
Stock tendered by Minority Shareholders and received by you.
6. Lost Certificates.
In the case of persons or entities alleging theft,
destruction or loss of certificate(s) representing shares of
Minority Stock, you are authorized to require in your discretion
provision of a bond representing the value of such shares and
identifying Holdings and you as "obligees," along with an
Affidavit of Loss and indemnity in the form attached hereto as
Exhibit C. At any time after the Effective Time, and upon receipt
by you of such bond and Affidavit of Loss and Indemnity, in either
case together with a Letter of Transmittal, each duly completed
and executed, you are hereby directed to pay such holder as
provided in Section 4.
7. Requests for Information.
You shall accept and comply with telephone, mail and in-
person requests for information concerning the proper surrender of
certificates formerly representing PTI Common Stock and the
payment therefor.
<PAGE>5
8. Reports.
You will furnish a weekly report concerning the number of
certificates formerly representing PTI Common Stock and the total
funds disbursed to Minority Shareholders by telecopy to:
Pacific Telecom, Inc.
Attn: Brian M. Wirkkala
Telephone: (360) 905-5800
Telecopy: (360) 905-6974
with a copy to:
PacifiCorp Holdings, Inc.
Attention: Bruce N. Williams
Telephone: (503) 731-2124
Telecopy: (503) 731-2092
Each telecopied report shall cover all transactions through
the immediately preceding business day.
Upon termination of this Agreement and upon request prior to
termination, you will furnish to the persons named above a report
showing the disposition of the Payment Funds pursuant to this
Agreement, together with the names and addresses of all persons on
the Shareholders List who have not properly surrendered their
certificates formerly representing Minority Stock or properly
completed Affidavits of Loss and Indemnity.
9. Paying Agent Duties.
The Paying Agent shall be obligated to perform only such
duties as are expressly set forth in this Agreement. The Paying
Agent shall have no liability for any investment losses resulting
from investment of the Payment Funds in accordance with Section 3
hereof. The Paying Agent shall not be liable for any mistake of
fact or error of judgment or for any acts or omissions of any kind
(including, without limitation, any distribution hereunder) unless
caused by its bad faith, gross negligence or willful misconduct.
The Paying Agent may consult with counsel of its own choosing, and
any opinion of counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with such opinion.
The Paying Agent may act in reliance upon any written notice,
request, or other document specifically provided for in this
Agreement which the Paying Agent in good faith believes to be
genuine and to have been signed or presented by the proper party
or parties whether or not that is in fact the case.
The Paying Agent shall not be obligated to take any action
hereunder that might in its reasonable judgment involve any
expense or liability to it unless it has been furnished with
reasonable indemnity.
10. Fees and Expenses.
All fees and expenses (including fees and expenses of legal
counsel) of the
<PAGE>6
Paying Agent shall be paid by the Surviving Corporation. Paying
Agent's fees shall be as set forth on Exhibit "D", which may be
amended from time to time, subject to approval by Holdings.
11. Right to Resign.
The Paying Agent may resign and be discharged from its duties
or obligations hereunder by giving 30 days prior written notice of
such resignation to Holdings and the Surviving Corporation
specifying a date when such resignation shall take effect;
provided, however, that no such resignation shall be effective
until a successor Paying Agent shall have been appointed and the
Paying Agent shall have delivered the Payment Funds hereunder to
such successor Paying Agent. In the event of the Paying Agent's
resignation, Holdings shall promptly select a new Paying Agent.
If no successor Paying Agent shall have been appointed within 30
days of Paying Agent's notice of resignation, Paying Agent may
petition any court of competent jurisdiction to appoint a
successor.
12. Exculpation and Indemnification of Paying Agent.
(a) The Paying Agent shall have no duty to enforce any
obligation of any person to make any payment or delivery, or to
direct or cause any payment or delivery to be made, or to enforce
any obligation of any person to perform any other act. The Paying
Agent shall be under no liability to the other parties hereto or
to anyone else by reason of any failure on the part of any party
hereto or any maker, guarantor, endorser or other signatory of any
document or any other person to perform such person's obligations
under any such document. Except for amendments to this Agreement
referred to below and except for instructions given to the Paying
Agent by Holdings relating to the Payment Funds, the Paying Agent
shall not be obligated to recognize any other agreement between
any or all of the persons party hereto or referred to herein,
notwithstanding that references thereto may be made herein and
whether or not it has knowledge thereof.
(b) The Paying Agent shall have no duties or obligations
other than those specifically set forth herein. The Paying Agent
shall not be liable to the other parties hereto or to anyone else
for any action taken or omitted by it or any action suffered by it
to be taken or omitted, in good faith and in the exercise of its
own reasonable judgment. The Paying Agent may rely conclusively
and shall be protected in acting upon any, statement, instrument,
report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information
therein contained) which is reasonably believed by the Paying
Agent to be genuine and to be signed or presented by the proper
person or persons whether or not that is in fact the case. The
Paying Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this agreement
or any of the terms hereof, unless evidenced by a writing
delivered to the Paying Agent signed by the proper party or
parties and, if the duties or rights of the Paying Agent are
affected, unless it shall deliver its prior written consent
thereto.
(c) Subject to the Paying Agent's obligations pursuant to
Sections 2 and 4(c) of this Agreement, the Paying Agent shall not
be responsible for the sufficiency or accuracy of the form of, or
the execution, validity, accuracy, or genuineness of any document
received, held or delivered by it hereunder, or of any signature
or endorsement thereon, or for any lack of endorsement thereon, or
for any description therein, nor shall the Paying Agent be
responsible or liable to the other parties hereto or to anyone
else in any respect on account of the
<PAGE>7
identity, authority or rights of the persons executing or
delivering or purporting to execute or deliver any document or
property or this Agreement. The Paying Agent shall have no
responsibility with respect to the use or application of any funds
or other property paid or delivered by the Paying Agent pursuant
to the provisions hereof. The Paying Agent shall not be liable to
the other parties hereto or to anyone else for any loss which may
be incurred by reason of any investment of any monies which it
holds hereunder, except for any loss arising out of the Paying
Agent's gross negligence or willful misconduct.
(d) The Paying Agent shall have the right to assume, in the
absence of written notice to the contrary from the proper person
or persons, that a fact or an event by reason of which an action
would or might be taken by the Paying Agent does not exist or has
not occurred, without incurring liability to the other parties
hereto or to anyone else for any action taken or omitted, or any
action suffered by it to be taken or omitted, in good faith and in
the exercise of its own best judgment, in reliance upon such
assumption.
(e) The Paying Agent shall be indemnified and held harmless
jointly and severally by the other parties hereto from and against
any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Paying Agent in connection
with any action, suit or other proceeding involving any claim, or
in connection with any claim or demand, which in any way, directly
or indirectly arises out of or relates to this Agreement, the
services of the Paying Agent hereunder, the monies or other
property held by it hereunder or any income earned from investment
of such monies; provided, however, that the Paying Agent shall not
be entitled to indemnification hereunder for any loss, liability,
cost or expense arising out of the Paying Agent's bad faith, gross
negligence or willful misconduct. The Paying Agent shall have a
lien for the amount of any such expense or loss on the monies and
other property held by it hereunder and shall be entitled to
reimburse itself from such monies or property for the amount of
any such expense or loss. Promptly after the receipt by the
Paying Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Paying Agent shall, if a
claim in respect thereof is to be made against any of the other
parties hereto, notify such other parties thereof in writing; but
the failure by the Paying Agent to give such notice shall not
relieve any party from any liability which such party may have to
the Paying Agent hereunder. For the purposes hereof, the term
"expense or loss" shall include all amounts paid or payable to
satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express
written consent of the Paying Agent (which shall not be
unreasonably withheld), and all costs and expenses, including, but
not limited to, counsel fees and disbursements, reasonably paid or
incurred in investigating or defending against any such claim,
demand, action, suit or proceeding.
13. Supplemental Instructions.
In the event that any circumstances arise which are not
addressed in the foregoing sections, and in all instances
mentioned herein requiring written authorization by Holdings, you
shall consult with, shall be entitled to rely upon and shall act
in accordance with written instructions or directions signed by
with respect to any matter relating to your actions as Paying
Agent specifically covered by this Agreement, or amending,
supplementing or qualifying all such actions, which shall be
approved, in writing by Bruce N. Williams. You shall be entitled
to treat as genuine and as the document it purports to be, and
shall be protected under Section 12 in acting upon, any letter,
paper or other documents furnished to you by any person purporting
to be an authorized representative of Holdings.
<PAGE>8
14. Termination.
Your duties as Paying Agent shall terminate on March 31, 1996
unless otherwise extended by agreement of the parties, whereupon
you shall deliver all funds remaining on deposit with you
hereunder and all other items and materials accumulated by you in
your capacity as Paying Agent, together with the final report
referred to in Section 8 of this Agreement, to the Surviving
Corporation or as you may be otherwise instructed by the person
identified in Section 13 of this Agreement. In the event that any
certificates theretofore representing PTI Common Stock, Letters of
Transmittal or other documents are surrendered to you for payment
after termination of this Agreement, you will promptly forward
such documents to the Surviving Corporation or as Holdings may
direct.
15. Notice.
Any notice, request, instruction or other documents to be
given hereunder by any party to any other party shall be in
writing and shall be deemed to have been duly given (i) on the
date of delivery if delivered personally, by telecopy or by
facsimile, (ii) on the first business day following the date of
dispatch if delivered by Federal Express or other next-day courier
service, or (iii) on the third business day following the date of
mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall
be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to
receive such notice.
If to Paying Agent, to:
LaSalle National Bank
135 South LaSalle Street, Suite 200
Chicago, IL 60603
Telecopier: (312) 904-2236
Telephone: (312) 904-2970
Attention: Erik R. Benson
If to Holdings, to:
PacifiCorp Holdings, Inc.
700 N.E. Multnomah, Suite 1600
Portland, OR 97232
Telecopier: (503) 731-2092
Telephone: (503) 731-2124
Attention: Bruce N. Williams
with a copy to:
Stoel Rives
700 N.E. Multnomah, Suite 950
Portland, OR 97232
Telecopier: (503) 230-1907
Telephone: (503) 872-4817
Attention: Eva M. Kripalani
<PAGE>9
If to the Surviving Corporation, to:
Pacific Telecom, Inc.
805 Broadway
Vancouver, WA 98668-9901
Telecopier: (360) - 905-6974
Telephone: (360) - 905-5800
Attention: Brian M. Wirkkala
16. Miscellaneous.
(a) Counterparts. This Agreement may be executed in any
number of counterparts, each such counterpart being deemed an
original instrument, and all such counterparts shall together
constitute the same agreement.
(b) Governing Law. This Agreement shall be governed by and
construed
in accordance with the laws of Illinois.
(c) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire agreement and supersede all other
prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the
subject matter hereof and shall be binding upon and inure to the
benefit of the parties hereto, their respective successors, heirs,
estate and assigns.
(d) Captions. The section and paragraph captions herein are
for convenience of reference only, do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect any
of the provisions hereof.
(e) Amendment: Waiver. Except as provided in Section 13,
any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed, in the
case of any amendment, by each of the parties hereto, or in the
case of a waiver, by the party or parties against whom the waiver
is to be effective. No waiver shall be effective without the
Paying Agent receiving written notice thereof. No failure or
delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
(f) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.
(g) Assignment. Neither this Agreement nor any of the
rights, interest or obligations hereunder, shall be assigned or
delegated by any party hereto except as expressly provided in this
Agreement or with the prior written consent of the other parties.
<PAGE>10
LaSalle National Bank
By:______________________________
Its:______________________________
PacifiCorp Holdings, Inc.
By:______________________________
Its:______________________________
Pacific Telecom, Inc.
By:______________________________
Its:______________________________
EXHIBIT (d)(2)
PACIFIC TELECOM, INC.
805 Broadway
Vancouver, Washington 98668
September 27, 1995
Dear Minority Shareholder:
On September 27, 1995, PXYZ Corporation, a wholly
owned subsidiary of PacifiCorp Holdings, Inc. ("Holdings"), was
merged with and into Pacific Telecom, Inc. (the "Company"). As
a result of the merger, each issued and outstanding share of
the Company's common stock held by shareholders of the Company
other than Holdings (other than shares as to which dissenters'
rights were perfected) was converted into the right to receive
$30.00 in cash and the Company became a wholly owned subsidiary
of Holdings.
Enclosed is a Letter of Transmittal directed to
LaSalle National Bank, which is serving as Paying Agent with
respect to the merger. Please complete the Letter of
Transmittal in accordance with its instructions and submit it,
together with your stock certificates and any related documents
that may be required by the instructions in the Letter of
Transmittal, to LaSalle National Bank in order to receive the
cash payment to which you are entitled. You are urged to send
in your stock certificates for payment promptly, as the cash
payable with respect to your shares will not bear interest.
The method of transmitting stock certificates is at
your option and risk. If certificates are sent by mail, use of
registered mail with return receipt requested, properly
insured, is recommended. A return envelope to LaSalle National
Bank has been enclosed for your convenience.
Very truly yours,
Charles E. Robinson
Chairman of the Board
Exhibit (d)(3)
LETTER OF TRANSMITTAL
(To Accompany Certificates for shares of Common Stock of Pacific
Telecom, Inc. ("PTI Common Stock"))
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS ATTACHED HERETO
IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED
HOLDER(S) OF THE CERTIFICATE(S) SURRENDERED HEREWITH, NO
ENDORSEMENTS OF THE CERTIFICATES OR SEPARATE STOCK POWERS ARE
REQUIRED.
PAYING AGENT: LaSalle National Bank
By Hand or by Mail:
LaSalle National Bank
Corporate Trust Operations
135 South LaSalle Street
Room 360
Chicago, IL 60603
For Information Call: (312) 904-2450
904-2451
904-2452
<PAGE>
Ladies and Gentlemen:
In accordance with the Merger Agreement, dated as of March 9,
1995 (the "Merger Agreement"), among PacifiCorp Holdings,
Inc., a Delaware corporation ("Holdings"), Pacific Telecom, Inc.,
a Washington corporation ("Pacific Telecom"), and PXYZ
Corporation, a Washington corporation and wholly-owned subsidiary
of Holdings, the undersigned hereby delivers to you, as Paying
Agent, the stock certificate(s) listed in Schedule A formerly
representing shares of Pacific Telecom Common Stock ("PTI Common
Stock"). The undersigned hereby requests that you make payment
for each share evidenced by the enclosed certificate(s) by
forwarding a check or wire transfer in payment thereof to the
undersigned as set forth below and in accordance with the Merger
Agreement and, upon such payment, directs you to surrender the
certificate(s) for cancellation. The undersigned represents and
warrants that the undersigned has full power and authority to
transfer the enclosed certificate(s) formerly representing PTI
Common Stock free and clear of any liens, charges or
encumbrances. All authority herein conferred or agreed to be
conferred shall be irrevocable and, accordingly, survive the
death, bankruptcy or incapacity of the undersigned and every
obligation of the undersigned hereunder shall be binding upon the
heirs, personal representatives, successors and assigns of the
undersigned. BY SUBMITTING THIS LETTER OF TRANSMITTAL AND THE
UNDERSIGNED'S CERTIFICATE(S) FORMERLY REPRESENTING SHARES OF PTI
COMMON STOCK TO YOU, AS PAYING AGENT, THE UNDERSIGNED HEREBY
WITHDRAWS ANY DEMAND THE UNDERSIGNED MAY HAVE FILED WITH PACIFIC
TELECOM OR OTHERWISE FOR DISSENTERS' RIGHTS UNDER THE WASHINGTON
BUSINESS CORPORATION ACT AND BY THE ACCEPTANCE OF THIS LETTER OF
TRANSMITTAL, PACIFIC TELECOM THEREBY CONSENTS TO SUCH WITHDRAWAL.
SCHEDULE A: SURRENDERED CERTIFICATES FOR PTI COMMON STOCK
- ----------
List below the shares of PTI Common Stock to which this Letter of
Transmittal relates:
1. Name and Address of Registered Certificate Number of
Owner Shown on the Stock Records Numbers Shares
-------------------------------- -------- ---------
2. Total number of shares of PTI Common Stock: ____________
(If additional space is required, attach a continuation sheet in
substantially the above form.)
Except as otherwise requested in special instructions in
Schedules B or C, the undersigned requests payment to which the
undersigned is entitled to be issued in the name and mailed to
the address set forth above in Schedule A. Do not complete or
sign the surrendered certificate(s).
<PAGE>
SCHEDULE B: SPECIAL MAILING INSTRUCTIONS
- ----------
To be completed only if a check is to be mailed to the
registered holder at an address other than that listed in
Schedule A.
Mail to: (please print)
Name _________________________________________________
Address _________________________________________________
-------------------------------------------------
(Include Zip Code)
SCHEDULE C: SPECIAL PAYMENT INSTRUCTIONS TO OTHER THAN
- ---------- REGISTERED HOLDER
To be completed only if the full or partial payment is to be
issued to other than the registered holder(s). (See Instruction 3)
Issue check to: (please print)
Name _____________________________________________________
Address _____________________________________________________
-----------------------------------------------------
(Include Zip Code)
Payment to be made as indicated in this Schedule C:
_____ Full Payment
_____ Partial Payment in the amount of ____________
If a partial payment is made pursuant to this Schedule C, the
remaining amount to which the undersigned is entitled shall be
paid by check to be issued to the name and mailed to the address
set forth in Schedule A above, unless Schedule B is completed.
<PAGE>
SCHEDULE D: MEDALLION SIGNATURE GUARANTEE
- ----------
To be completed ONLY if required by Instruction 3.
The undersigned hereby medallion signature guarantees the
signature(s) which appear(s) on this Letter of Transmittal and
the certificates surrendered pursuant to this Letter of
Transmittal.
Name of Firm Issuing Medallion
Signature Guarantee: ___________________________________________
Signature of Officer: ___________________________________________
Title of Officer: ___________________________________________
Address of Firm: ___________________________________________
- -----------------------------------------------------------------
SIGN HERE
X________________________________________________________________
X________________________________________________________________
Signature(s) of All Shareholder(s)
(See guarantee requirement below)
Date ________________ Holder Employer Identification No.
Or Social Security No.
-----------------------------------
This Letter of Transmittal must be signed above by all registered
holder(s) exactly as the name(s) appear(s) on stock
certificate(s) or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If
signing is by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney, agent or
other person acting in a fiduciary or representative capacity,
please provide the following information. See Instructions 2 and
4. (Please Print)
Name ____________________________________________________________
Capacity (full title)____________________________________________
Address__________________________________________________________
_______________________________________________ (Zip Code)
Area Code and Telephone No.( )_______________________________
Tax Identification or Social Security No.________________________
- -----------------------------------------------------------------
<PAGE>
See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional
instructions.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
<S> <C> <C>
PAYER'S NAME: LASALLE NATIONAL BANK
Part 1-PLEASE
Substitute PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX
(See Instruction 6) AT RIGHT AND OR
Please fill in your CERTIFY BY
name and address SIGNING AND
below DATING BELOW Employer Identification
-----------------------------------------------------------
Name Part 2-Certification-Under Part 3-
Penalties of Perjury, I
certify that: Awaiting TIN / /
Address (number and (1) The number shown in
street) this form is my correct -------------------
Taxpayer Identification
Number (or I am waiting Part 4-
City, State and Zip for a number to be
Code issued to me) and Exempt / /
(2) I am not subject to
Department of the backup withholding -------------------
Treasury because (a) I am exempt
Internal Revenue from backup withholding
Service or (b) I have not been
notified by the
Payer's Request for Internal Revenue
Taxpayer Service ("IRS") that I
Identification Number am subject to
(TIN) withholding as a result
of 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) in Part 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 stating that you
are no longer subject to backup withholding,
do not cross out item (2). If you are
exempt from backup withholding, check the
box in Part 4 above.
SIGNATURE ________________________________________________
DATE ______________ , 199
- ----------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE EXCHANGE OFFER. 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 TAXPAYER AWAITING TIN
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (a) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office, or (b) I intend
to mail or deliver an application in the near future. I
understand that 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
- -----------------------------------------------------------------
<PAGE>
INSTRUCTIONS FOR
LETTER OF TRANSMITTAL
1. Delivery of Letter of Transmittal and Stock
Certificates. The Letter of Transmittal, once completed and
signed, together with the surrendered certificate(s) (or, in the
case of lost, destroyed or stolen certificate(s), an Affidavit of
Loss and Indemnity) and any other documents required by these
Instructions, should be sent by mail or delivered by hand to the
Paying Agent, in each case at the appropriate address set forth
in the Letter of Transmittal. If the method of delivery is by
mail, registered mail with return receipt requested, properly
insured, is recommended. Do not complete and sign the
surrendered certificate(s).
2. Signatures. If the check or wire transfer is to be
issued or made in the name of the registered holder(s) of the
surrendered certificate(s), the Letter of Transmittal must be
signed by or on behalf of the registered holder(s) of the
surrendered certificate(s). In the case of joint tenants, both
must sign. If the surrendered certificate(s) for the shares of
PTI Common Stock are registered in different forms of the name of
any person signing the Letter of Transmittal (e.g. "John Smith"
on one certificate and "J. Smith" on another), it will be
necessary for such person either to sign the Letter of
Transmittal in each way in which the certificates are registered
or to sign as many Letters of Transmittal as there are different
registrations. If the surrendered certificate(s) have been
transferred or assigned, please follow Instruction 3.
3. Issuance of Check in Different Names.
(a) Payment or Issuance to Other Than Shareholder. If
a check or wire transfer representing all or a part of the
payment to which the shareholder is entitled is to be issued or
made in the name of someone other than the registered holder of
the surrendered certificate(s), the signature of the registered
owner on the Letter of Transmittal must correspond with the name
as written upon the face of each certificate in every particular
and must be medallion signature guaranteed by a commercial bank
(not a savings bank or savings and loan association) or trust
company in the United States or by a member firm of any national
securities exchange or of the National Association of Securities
Dealers, Inc. ("Qualified Guarantor').
(b) Transfer or Assignment. If the surrendered
certificate(s) have been transferred or assigned, the surrendered
certificate(s) must be properly endorsed (or accompanied by
appropriate stock powers properly executed by the registered
holder of such certificate(s)) to the transferee or assignee.
The signature of the registered holder on the endorsement or
stock power must correspond with the name as written upon the
face of each certificate in every particular and must be
medallion signature guaranteed by a Qualified Guarantor. The
Letter of Transmittal must be signed by the transferee or the
transferee's agent, and should not be signed by the transferor.
The signature of such transferee or agent must be medallion
signature guaranteed by a Qualified Guarantor.
<PAGE>
(c) Transfer Taxes. If any stock transfer tax is
payable by reason of payment to someone other than the registered
holder of the surrendered certificate(s) and if the required
stock transfer stamps are not affixed to the tendered
certificate(s) or if funds to pay for such stamps do not
accompany the Letter of Transmittal, the Surviving Corporation
shall pay the amount of such tax.
(d) Correction of or Change in Name. For a correction
of name or for a change in name which does not involve a change
of ownership, proceed as follows: for a change in name by
marriage, etc., the surrendered certificate(s) should be
endorsed, e.g., "Mary Doe, now by marriage, Mrs. Mary Jones,"
with the signature medallion guaranteed by a Qualified Guarantor
as defined in Instruction 3(a). For a correction in name, the
surrendered certificate(s) should be endorsed, e.g. "James E.
Brown, incorrectly inscribed as J. E. Brown," with the signature
medallion guaranteed by a Qualified Guarantor as defined in
Instruction 3(a).
4. Proper Evidence of Authority. If any Letter of
Transmittal, certificate endorsement or stock power is executed
by an agent, attorney, administrator, executor, guardian or
trustee, in any other fiduciary or representative capacity or by
an officer of a corporation on behalf of the corporation, there
should be submitted with the Letter of Transmittal, surrendered
certificate(s) or stock power documentary evidence of appointment
and authority to act in such capacity (including court orders and
corporate resolutions where necessary), as well as evidence of
the authority of the person making such execution to assign, sell
or transfer shares. Such documentary evidence of authority must
be in a form satisfactory to the Paying Agent.
5. Assistance in Completion of the Letter of Transmittal.
If you are unable to deliver the certificate(s) formerly
representing PTI Common Stock due to loss or destruction of such
certificate(s), you should promptly execute the enclosed
Affidavit of Loss and Indemnity and return it with the completed
Letter of Transmittal.
If you otherwise require assistance in completing the Letter
of Transmittal, or require additional copies of the Letter of
Transmittal, please contact LaSalle National Bank at (312) 904-
2450, 904-2451 or 904-2452.
6. Substitute Form W-9. Holders are required to provide
the Paying Agent with a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9, which has been provided as part
of this Letter of Transmittal. If a holder is an individual, the
TIN is such holder's social security number. If the account is
in more than one name, or if the holder is not an individual, see
the chart on the enclosed form "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for
guidance on which number to enter. If the Paying Agent is not
provided with the correct TIN, such holder may be subject to a
penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such holder with respect to PTI Common
Stock may be subject to backup withholding.
If backup withholding applies, the Company is required to
withhold 31% of all payments made to such holder. Backup
withholding is not an additional tax. Rather, the tax liability
of
<PAGE>
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.
To prevent backup withholding on payments that are made to a
holder with respect to PTI Common Stock, such holder is required
to notify the Company of such holder's correct TIN by completing
the Form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such holder is awaiting a TIN) and
whether or not (i) such holder has not been notified by the
Internal Revenue Service that such holder is subject to backup
withholding as a result of a failure to report all interest or
dividends or (ii) the Internal Revenue Service has notified such
holder that such holder is no longer subject to backup
withholding.
Certain holders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup
withholding requirements. A corporation must, however, complete
the Substitute Form W-9, including providing its TIN (unless it
is a foreign corporation that does not have a TIN) and indicating
that it is exempt from backup withholding, in order to establish
its exemption from backup withholding. A foreign corporation or
individual, or other foreign person, must submit a statement
(i.e., Form W-8 or substitute), signed under penalties of
perjury, attesting to such person's status as a non-United States
person. Such statements can be obtained from the Paying Agent.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
Purpose of Form.-A person who is required to file an
information return with the Internal Revenue Service (the "IRS")
must obtain your correct Taxpayer Identification Number ("TIN")
to report income paid to you, real estate transactions, mortgage
interest you paid, the acquisition or abandonment of secured
property or contributions you made to an Individual Retirement
Account ("IRA"). Use Form W-9 to furnish your correct TIN to the
requester (the person asking you to furnish your TIN) and, when
applicable, (1) to certify that the TIN you are furnishing is
correct (or that you are waiting for a number to be issued), (2)
to certify that you are not subject to backup withholding and (3)
to claim exemption from backup withholding if you are an exempt
payee. Furnishing your correct TIN and making the appropriate
certifications will prevent certain payments from being subject
to backup withholding.
Note: If a requester gives you a form other than a W-9 to
request your TIN, you must use the requester's form.
How To Obtain a TIN.-If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social
Security Card (for individuals), from your local office of the
Social Security Administration, or Form SS-4, Application for
Employer Identification Number (for businesses and all other
entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write
"Applied for" in the space for the TIN in Part I (or check the
box in Part 3 of Substitute Form W-9), sign and date the form,
and give it to the requester. Generally, you must obtain a TIN
and furnish it to the requester by the time of payment. If the
requester does not receive your TIN by the time of payment,
backup withholding, if applicable, will begin and continue until
you furnish your TIN to the requester.
Note: Writing "Applied for" (or checking the box in Part 3
of the Substitute Form W-9) on the form means that you have
already applied for a TIN or that you intend to apply for one in
the near future.
As soon as you receive your TIN, complete another Form W-9,
include your TIN, sign and date the form, and give it to the
requester.
What Is Backup Withholding?-Persons making certain payments
to you are required to withhold and pay to the IRS 31% of such
payments under certain conditions. This is called "backup
withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee compensation
and certain payments from fishing boat operators, but do not
include real estate transactions.
If you give the requester your correct TIN, make the
appropriate certifications and report all your taxable interest
and dividends on your tax return, your payments will not be
subject to backup withholding. Payments you receive will be
subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished
an incorrect TIN, or
3. You are notified by the IRS that you are subject
to backup withholding because you failed to report all your
interest and dividends on your tax return (for reportable
interest and dividends only), or
4. You do not certify to the requester that you are
not subject to backup withholding under 3 above (for
reportable interest and dividend accounts opened after 1983
only), or
5. You do not certify your TIN. This applies only to
reportable interest, dividend, broker or barter exchange
accounts opened after 1983, or broker accounts considered
inactive in 1983.
Other reportable payments are subject to backup withholding
only if 1 or 2 above applies unless you have been notified of an
incorrect TIN, in which case such payments will be subject to
withholding only if 1, 2 or 5 above applies. Certain payees and
payments are exempt from backup withholding and information
reporting. See Payees and Payments Exempt From Backup
Withholding, below, and Example Payees and Payments under
Specific Instructions, below, if you are an exempt payee.
Payees and Payments Exempt From Backup Withholding.-The
following is a list of payees exempt from backup withholding and
for which no information reporting is required. For interest and
dividends, all listed payees are exempt except item (9). For
broker transactions, payees listed in (1) through (13) and a
person registered under the Investment Advisers Act of 1940 who
regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from
backup withholding only if made to payees described in items (1)
through (7), except that a corporation that provides medical and
health care services or bills and collects payments for such
services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are
exempt from backup withholding for barter exchange transactions,
patronage dividends, and payments by certain fishing boat
operators.
<PAGE>
(1) A corporation. (2) An organization exempt from tax
under section 501(a), or an IRA, or a custodial account under
section 403(b)(7). (3) The United States or any of its agencies
or instrumentalities. (4) A state, the District of Columbia, a
possession of the United States or any of their political
subdivisions or instrumentalities. (5) A foreign government or
any of its political subdivisions, agencies or instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities. (7) A foreign central bank of issue. (8) A
dealer in securities or commodities required to register in the
United States or a possession of the United States. (9) A
futures commission merchant registered with the Commodity Futures
Trading Commission. (10) A real estate investment trust. (11)
An entity registered at all times during the tax year under the
Investment Company Act of 1940. (12) A common trust fund
operated by a bank under section 584(a). (13) A financial
institution. (14) A middleman known in the investment community
as a nominee or listed in the most recent publication of the
American Society of Corporate Securities, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in
section 4947.
Payments of dividend and patronage dividends generally not
subject to backup withholding include the following:
-- Payments to nonresident aliens subject to withholding
under section 1441.
-- Payments to partnerships not engaged in a trade or
business in the United States and that have at least
one nonresident partner.
-- Payments of patronage dividends not paid in money.
-- Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding
include the following:
-- Payments of interest on obligations issued by
individuals.
Note: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the payer's
trade or business and you have not provided your correct TIN to
the payer.
-- Payments of tax-exempt interest (including except-
interest dividends under section 852).
-- Payments described in section 6049(b)(5) to nonresident
aliens.
-- Payments on tax-free covenant bonds under section 1451.
-- Payments made by certain foreign organizations.
-- Mortgage interest paid by you.
Payments that are not subject to information reporting are
also not subject to backup withholding. For details, see
sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N,
and their regulations.
PENALTIES
Failure To Furnish TIN.-If you fail to furnish your correct
TIN to a requester, you will be subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause
and not to willful neglect.
Civil Penalty for False Information With Respect to
Withholding.-If you make a false statement with no reasonable
basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal Penalty for Falsifying Information.-Willfully
falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.
Misuse of TINs.-If the requester discloses or uses TINs in
violation of federal law, the requester may be subject to civil
and criminal penalties.
SPECIFIC INSTRUCTIONS
Name.-If you are an individual, you must generally provide
the name shown on your Social Security card. However, if you
have changed your last name, for instance, due to marriage,
without informing the Social Security Administration of the name
change, please enter your first name, the last name shown on your
Social Security card and your new last name.
If you are a sole proprietor, you must furnish your
individual name and either your SSN or EIN. You may also enter
your business name or "doing business as" name on the business
name line. Enter your name(s) as shown on your Social Security
card and/or as it was used to apply for your EIN on Form SS-4.
<PAGE>
SIGNING THE CERTIFICATION
1. Interest, Dividend, Broker and Barter Exchange Accounts
Opened Before 1984 and Broker Accounts Considered Active During
1983. You are required to furnish your correct TIN, but you are
not required to sign the certification.
2. Interest, Dividend, Broker, and Barter Exchange
Accounts Opened After 1983 and Broker Accounts Considered
Inactive During 1983. You must sign the certification or else
backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the
requester, you must cross out item 2 in the certification before
signing the form.
3. Real Estate Transactions. You must sign the
certification. You may cross out item 2 of the certification.
4. Other Payments. You are required to furnish your
correct TIN, but you are not required to sign the certification
unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the requester's
trade or business for rents, royalties, goods (other than bills
for merchandise), medical and health care services, payments to a
nonemployee for services (including attorney and accounting fees)
and payments to certain fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or
Abandonment of Secured Property or IRA Contributions. You are
required to furnish your correct TIN, but you are not required to
sign the certification.
6. Exempt Payees and Payments. If you are exempt from
backup withholding, you should complete this form to avoid
possible erroneous backup withholding. Enter your correct TIN in
Part I, write "EXEMPT" in the block in Part II and sign and date
the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a completed
Form W-8, Certificate of Foreign Status.
7. TIN "Applied for." Follow the instructions under How
to Obtain a TIN on page 1, and sign and date this form.
Signature.-For a joint account, only the person whose TIN is
shown in Part I should sign.
Privacy Act Notice.-Section 6109 requires you to furnish
your correct TIN to persons who must file information returns
with the IRS to report interest, dividends and certain other
income paid to you, mortgage interest you paid, the acquisition
or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your
tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend and certain other payments to a
payee who does not furnish a TIN to a payer. Certain penalties
may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
<CAPTION>
<S> <C>
For this type of account: Give name and SSN of:
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 Minors Act).................................... The minor (2)
4. a. The usual revocable savings trust
(grantor is also trustee)...................... The grantor-trustee (1)
b. So-called trust account that is not a legal
or valid trust under state law................. The actual owner (1)
5. Sole proprietorship............................... The owner (3)
For this type of account: Give name and EIN of:
6. Sole proprietorship............................... The owner (3)
7. A valid trust, estate or pension trust............ Legal entity (4)
8. Corporate......................................... The corporation
9. Association, club, religious, charitable, educational
or other tax-exempt organization.................. The organization
10. Partnership....................................... The partnership
11. A broker or registered nominee.................... The broker or nominee
<PAGE>
12. Account with the Department of Agriculture in
the name of a public entity (such as a state
or local government, school district or prison)
that receives agriculture program payments........ The public entity
- -------------
<FN>
(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 SSN.
(3) Show your individual name. You may also enter your
business name. You may use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate
or pension trust. (Do not furnish the TIN 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.
</TABLE>
<PAGE>
Exhibit C
AFFIDAVIT - LOST STOLEN OR DESTROYED SECURITIES
- -----------------------------------------------------------------
DESCRIPTION OF SECURITIES (Type, i.d. no., no. of shares or face
value):
ISSUING CORPORATION:
REGISTERED IN THE NAME OF (if securities were payable to bearer
on their face, so state)
- -----------------------------------------------------------------
STATE OF _________________ )
) ss.
COUNTY OF _______________ )
I, __________________________________________________an
(State full legal name)
adult, residing at _____________________________________________
(Address, Street, City, State, Zip)
being first duly sworn, state that:
1. I am entitled to the full and exclusive possession of the
securities described above in my capacity as ____________
---------------------------------------------.
- -----------------------------------------------------------------
IF YOU ARE THE REGISTERED OWNER, SO STATE. IF YOU ARE ACTING AS
A FIDUCIARY, STATE YOUR TITLE AND THE LEGAL DESCRIPTION OF THE
ESTATE OR TRUST WHICH YOU REPRESENT, E.G. "ADMINISTRATOR OF THE
ESTATE OF JOHN DOE, ALSO KNOWN AS JOHN J. DOE, DECEASED."
- -----------------------------------------------------------------
2. These securities became lost, stolen or destroyed on or
about _______________, 19___, under the following
circumstances:
---------------------------------------------------------
3. The securities ____ were ____ were not endorsed. If they
were endorsed, describe the form of endorsement, and state
by whom the signature was guaranteed:
---------------------------------------------------------
4. Neither the securities nor my rights in them have, in
whole or in part, been assigned, transferred,
hypothecated, pledged, deposited under any agreement or
otherwise disposed of, and no person, firm or corporation
other than the undersigned has any right, title, claim,
equity or interest in, to or respecting the securities or
the proceeds thereof except as stated below:
Name Nature of Interest
------------------------ ------------------------
------------------------ ------------------------
------------------------ ------------------------
- -----------------------------------------------------------------
LIST ABOVE THE NAMES OF ANY PERSONS WHO HAVE ANY CLAIM AGAINST
THE SECURITIES, AND STATE THE NATURE OF THEIR INTEREST, SUCH AS,
HEIR, BENEFICIARY, SPOUSE, CREDITOR, LEGATEE OR ASSIGNEE. IF
NONE, THEN SO STATE.
- -----------------------------------------------------------------
<PAGE>
5. I have made or caused to be made diligent search for the
securities, and have been unable to find or recover them.
Should they ever come into my possession, I will, if
duplicates are issued, immediately and without
consideration, surrender them into the hands of the
issuing corporation or its agent.
6. This affidavit is for the purpose of inducing the issuing
corporation and its agents to issue new or replacement
securities in lieu of those described herein, or to
distribute the liquidation proceeds thereof to the
undersigned. In consideration thereof, the undersigned
agree(s) at all times to indemnify and save harmless the
issuing corporation, its transfer agents, co-transfer
agents, registrars, co-registrars, trustees, depositaries,
fiscal, distribution, scrip, disbursing, redemption or
paying agents, their sureties, insurers, successors and
assigns, from and against any and all claims, liabilities,
losses, damages, judgments, costs, charges, counsel fees
and expenses of every nature and character which they may
sustain by reason of the issuance of new or duplicate
securities or distribution of proceeds.
7. Signed and dated this ______ day of ___________________,
19___.
Subscribed and sworn to before me:
---------------------------------- ---------------------------------
(SEAL) this _____ day of __________, 19__ THE UNDERSIGNED PARTIES WITH AN
INTEREST IN THE SECURITIES JOIN
__________________________________ IN THE FOREGOING AFFIDAVIT AND
Notary Public AGREEMENTS.
My commission expires: ___________
Subscribed and sworn to before me:
---------------------------------- ---------------------------------
Signature of Interested Party
(SEAL) this _____ day of __________, 19__
Address: ________________________
----------------------------------
Notary Public _________________________________
My commission expires: ___________
Subscribed and sworn to before me:
---------------------------------- ---------------------------------
Signature of Interested Party
(SEAL) this _____ day of __________, 19__
Address: ________________________
----------------------------------
Notary Public _________________________________
My commission expires: ___________
Subscribed and sworn to before me:
---------------------------------- ---------------------------------
Signature of Interested Party
(SEAL) this _____ day of __________, 19__
Address: ________________________
----------------------------------
Notary Public _________________________________
My commission expires: ___________
