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EXHIBIT 12(A)(14)
INSTRUCTIONS FOR LETTER OF TRANSMITTAL
1. Guarantee of Signatures. Signatures on all Letters of Transmittal must
be guaranteed by a financial institution that is a member of a Securities
Transfer Association approved medallion program such as STAMP, SEMP or MSP (an
"Eligible Institution"), except in cases where securities are surrendered (i) by
a registered holder of the securities who has not completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 4.
2. Deliver of Letter of Transmittal and Certificates. The Letter of
Transmittal, properly completed and duly executed, together with the
certificate(s) for the securities described should be delivered to the address
set forth below. A return envelope addressed to American Stock Transfer & Trust
Company ("AST") is enclosed for convenience.
THE METHOD OF DELIVERY OF CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE ELECTION AND RISK OF THE OWNER, BUT IF SENT BY MAIL, IT IS RECOMMENDED THAT
THEY, BE SENT BY REGISTERED MAIL WITH RETURN RECEIPT REQUEST.
3. Inadequate Space. If the space provided on the Letter of Transmittal is
inadequate, the certificate numbers and the number of securities should be
listed on a separate schedule to be attached thereto.
4. Signatures of Letter of Transmittal, Stock Powers and Endorsements. When
the Letter of Transmittal is signed by the registered owner(s) of the
certificate(s) listed and surrendered thereby, no endorsements of certificates
or separate stock powers are required.
If the certificate(s) surrendered is (are) owned of record by two or more
joint owners, all such owners must sign the Letter of Transmittal.
If any surrendered certificates are registered in different names, it will
be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.
If the Letter of Transmittal is signed by a person other than the
registered owner of the certificate(s) listed, such certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificate(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If the Letter of Transmittal or any certificate or stock power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence, satisfactory to
AST, of their authority to do so must be submitted.
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5. Stock Transfer Taxes. If payment for securities is to be made to any
person other than the registered holder, or if surrendered certificates are
registered in the name of any person other than the person(s) signing the Letter
of Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder or such person) payable as a result of the transfer to such
person will be deducted from the payment for such securities if satisfactory
evidence of the payment of such taxes, or exemption therefrom, is not submitted.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in the Letter of
Transmittal.
6. Special Issuance and Delivery Instructions. Indicate the name and
address to which payment for the securities is to be sent if different from the
name and address of the person(s) signing the Letter of Transmittal.
7. Substitute Form W-9. Enter your social security or taxpayer
identification number, complete, sign and date the Substitute W-9 certification.
8. Additional Copies. Additional copies of the Letter of Transmittal may be
obtained from AST at the address listed below.
9. Lost, Stolen or Destroyed Certificates. Any securityholder who has lost
certificates should make arrangements (which may include the posting of a bond
or other satisfactory indemnification and an affidavit of loss) to replace lost
certificates. Such arrangements should be made with AST.
All questions as to the validity, form and eligibility of any surrender of
certificates will be determined by AST and the Issuer and such determination
shall be final and binding. AST and the Issuer reserve the right to waive any
irregularities or defects in the surrender of any certificates. A surrender will
not be deemed to have been made until all irregularities have been cured or
waived.
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AMERICAN STOCK TRANSFER AND TRUST COMPANY
40 WALL STREET
NEW YORK, NEW YORK 10005
(718) 921-8200
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DELIVER BY MAIL TO: DELIVER IN PERSON TO:
AMERICAN STOCK TRANSFER
AMERICAN STOCK TRANSFER AND TRUST COMPANY AMERICAN STOCK TRANSFER
AND TRUST COMPANY AND TRUST COMPANY
40 WALL STREET LETTER OF TRANSMITTAL 40 WALL STREET - 46TH FLOOR
NEW YORK, NY 10005 NEW YORK, NY 10005
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ACCOUNT NUMBER
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NUMBER OF SHARES CUSIP NUMBER
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LIST ALL CERTIFICATES SUBMITTED
CERTIFICATE NUMBER SHARES CERTIFICATE NUMBER SHARES
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------------------ ------------------ ------------------ -------------------
------------------ ------------------ ------------------ -------------------
------------------ ------------------ ------------------ -------------------
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. SIGN ON THE REVERSE SIDE
AND COMPLETE THE W-9 FORM BELOW.
REGISTRATION
IF CERTIFICATES AND/OR CHECKS ARE TO BE ISSUED IN A NAME OTHER THAN
THAT SHOWN AT THE TOP OF THIS FORM OR ARE TO BE SENT TO AN ADDRESS
OTHER THAN THAT SHOWN AT THE TOP OF THIS FORM, PLEASE CHECK THE 9
BOX AT THE RIGHT AND COMPLETE THE INFORMATION ON THE REVERSE
SIDE OF THIS FORM.
LOST CERTIFICATES
IF YOUR SECURITIES HAVE BEEN EITHER LOST OR DESTROYED, PLEASE GIVE WRITTEN
NOTIFICATION TO AMERICAN STOCK TRANSFER AND TRUST COMPANY, 40 WALL ST., NEW
YORK, NY 10005, ATTENTION: LOST SECURITIES DEPT.
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SUBSTITUTE FORM W-9 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
(PLEASE REFER TO ACCOMPANYING GUIDELINES)
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PART 1 - PLEASE ENTER YOUR
SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER
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<TABLE>
<CAPTION>
PART 2 - CERTIFICATION - Under Penalties of Perjury, PART 3 - CERTIFICATION FOR
I certify that: FOREIGN RECORD
HOLDERS
<S> <C>
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and Under penalties of perjury, I certify that
I am not a United States citizen or resident (or I
am signing for a foreign corporation, partnership,
(2) I am not subject to backup withholding either because I have estate or trust).
not been notified by the Internal Revenue Service ("IRS") that
I am subject to backup withholding as a result of failure to SIGNATURE
report all interest or dividends, or the IRS has notified me that -------------------------------------
I am no longer subject to backup withholding. DATE
--------------------------
</TABLE>
Certificate Instructions - You may 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).
SIGNATURE DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% ON ANY PAYMENTS MADE TO YOU.
<TABLE>
<CAPTION>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS) (SEE INSTRUCTIONS)
<S> <C>
To be completed ONLY if certificate(s) and/or To be completed ONLY if certificate(s) and/or
check(s) are to be issued in the name of someone check(s) are to be mailed to someone other than
other than the registered holders(s). the registered holders(s), or to such registered
holder(s) at an address other than shown on the
reverse side of this form.
NAME: NAME:
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ADDRESS: ADDRESS:
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EMPLOYER IDENTIFICATION OR SOCIAL
SECURITY NUMBER
</TABLE>
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SIGN HERE
SIGNATURE(S) OF
STOCKHOLDER(S)
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DATED:
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Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Certificate(s) or a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth the following information and see
Instructions.
NAME(S)
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CAPACITY (full title)
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ADDRESS
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AREA CODE AND TELEPHONE NO
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS)
NAME OF FIRM
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ADDRESS
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AUTHORIZED SIGNATURE
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NAME
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AREA CODE AND TELEPHONE NO
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