Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
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1: S-4 Registration of Securities Issued in a HTML 1.76M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement HTML 209K
3: EX-5.1 Opinion re: Legality HTML 19K
4: EX-8.1 Opinion re: Tax Matters HTML 9K
5: EX-12.1 Statement re: Computation of Ratios HTML 18K
6: EX-23.2 Consent of Experts or Counsel HTML 6K
7: EX-25.1 Statement re: Eligibility of Trustee HTML 33K
8: EX-99.8 Miscellaneous Exhibit HTML 91K
9: EX-99.9 Miscellaneous Exhibit HTML 23K
73/4% SENIOR NOTES DUE 2017
ISSUED ON MAY 7, 2007 FOR
73/4% SENIOR NOTES DUE 2017
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
Pursuant to the Prospectus, dated , 2007
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2007 UNLESS
EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO
THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE
DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.
DELIVERY TO:
The Bank of New York, Exchange Agent
BY HAND, MAIL OR OVERNIGHT COURIER:
The Bank of New York
101 Barclay Street, 8 West
New York, New York, 10286
Attention:
For Information Call:
BY FACSIMILE:
Confirm Receipt of Facsimile by
(for eligible institutions only)
Telephone:
Attention:
Delivery of this letter of transmittal to an address other than as set forth above, or
transmission of this Letter of Transmittal via facsimile to a number other than as set forth above,
will not constitute a valid delivery. Please read this entire Letter of Transmittal carefully
before completing any box below.
The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the
“Letter”) and the Prospectus, dated , 2007 (the
“Prospectus”), of Crum & Forster Holdings Corp. (the “Company”) relating to its
offer to exchange up to $330,000,000 aggregate principal amount of its 73/4% Senior Notes due 2017
(the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the
“Securities Act”), for a like principal amount of its issued and outstanding 73/4% Senior
Notes due 2017 (the “Old Notes”) from the registered holders thereof (the
“Holders”). The Prospectus and this Letter together constitute the Company’s offer to
exchange (the “Exchange Offer”) its Old Notes for a like principal amount of its New Notes
from the Holders.
As described herein, all Old Notes properly tendered for exchange will either be exchanged for
New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer.
For each Old Note accepted for exchange, the Holder of such Old Note will receive a New Note having
a principal amount equal to that of, and representing the same indebtedness of that represented by,
the surrendered Old Note. The New Notes will accrue interest from the last interest payment date
on which interest was paid on the Old Notes or, if no interest has been paid on the Old Notes, from
the issue date of the Old Notes. Accordingly, registered Holders of New Notes on the relevant
record date for the first interest payment date following the consummation of the Exchange Offer
will receive interest accruing from the last interest payment date on which interest was paid or,
if no interest has been paid, from the issue date of the Old Notes. Old Notes accepted for
exchange will cease to accrue interest from and after the date of consummation of the Exchange
Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.
This Letter is to be completed by a Holder of Old Notes either if certificates are to be
forwarded herewith or if a tender of certificates for Old Notes, if available, is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company
(“DTC”) (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth
in “Terms of the Exchange Offer—Book-entry transfer” section of the Prospectus. Holders of Old
Notes whose certificates are not immediately available, or who are unable to deliver confirmation
of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry
Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth in “Terms of the Exchange
Offer—Guaranteed delivery procedures” section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
List below the Old Notes to which this Letter relates. If the space provided below is
inadequate, the certificate numbers and principal amount of Old Notes should be listed on a
separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
Principal
Amount of
Name(s) and Address(es) of Registered
Certificate
Old Note(s)
Holder(s) (please fill in, if blank)
Number(s)
Aggregate Principal Amount*
Tendered**
TOTAL
*
Need not be completed if Old Notes are being tendered by book-entry transfer.
**
Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of
the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old
Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral
multiple of $1,000 in excess thereof. See Instruction 1.
o
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _____________________________________________________
Account Number _______________________________________________________________
Transaction Code Number ________________________________________________________
o
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________________
Window Ticket Number (if any) ____________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________________
Name of Institution That Guaranteed Delivery _________________________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number _______________________________________________________________
Transaction Code Number ________________________________________________________
2
o
CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE
TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE
PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO WITHIN 180 DAYS AFTER THE EXPIRATION DATE.
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged
in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities, it acknowledges and
represents that it will deliver a prospectus meeting the requirements of the Securities Act, in
connection with any resale of such New Notes; however, by so acknowledging and representing and by
delivering such a prospectus the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that
will receive New Notes, it represents that the Old Notes to be exchanged for the New Notes were
acquired as a result of market-making activities or other trading activities. In addition, such
broker-dealer represents that it is not acting on behalf of any person who could not truthfully
make the foregoing representations.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby
tenders to the Company the aggregate principal amount of Old Notes indicated above. Subject to, and
effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the
undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Old Notes,
with full power of substitution, among other things, to cause the Old Notes to be assigned,
transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full power and
authority to tender, sell, assign and transfer the Old Notes, and to acquire New Notes issuable
upon the exchange of such tendered Old Notes, and that, when such Old Notes are accepted for
exchange, the Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same
are accepted by the Company. The undersigned hereby further represents and warrants that any New
Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such person is the
undersigned, that neither the Holder of such Old Notes nor any such other person is participating
in, intends to participate in or has an arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of Old Notes or New Notes, that
neither the Holder of such Old Notes nor any such other person is an “affiliate,” as defined in
Rule 405 under the Securities Act, of the Company, and that neither the Holder of such Old Notes
nor such other person is acting on behalf of any person who could not truthfully make the foregoing
representations and warranties.
The undersigned acknowledges that this Exchange Offer is being made in reliance on
interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set
forth in no-action letters issued to third parties, that the New Notes issued pursuant to the
Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is a broker-dealer or an
“affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the Securities Act, provided
that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of
commencement of the Exchange Offer such Holder has no arrangement or understanding with any person
to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not
intend to engage in, a distribution of such New Notes. However, the SEC has not considered the
Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or
understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for Old Notes, it represents that the
Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New Notes; however, by
so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the
undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.
The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery
requirements with respect to the New Notes (other than a resale of New Notes received in exchange
for an unsold allotment from the original sale of the Old Notes) with the Prospectus. The
Prospectus, as it may be amended or supplemented from time to time, may be used by certain
broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus)
(“Participating Broker-Dealers”) for a period of time, starting on the Expiration Date and
ending on the close of business 180 days after the Expiration Date in connection with the sale or
transfer of such New Notes. The Company has agreed that, for such period of time, it will make the
Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to
exchange Old Notes, acquired for its own account as a result of market making or other trading
activities, for New Notes pursuant to the Exchange Offer for use in
connection with any resale of such New Notes. By accepting the Exchange Offer,
4
each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to
notify the Company prior to using the Prospectus in connection with the sale or transfer of New
Notes and that, upon receipt of notice from the Company of the happening of any event which makes
any statement in the Prospectus untrue in any material respect or which requires the making of any
changes in the Prospectus in order to make the statements therein (in light of the circumstances
under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus
until (i) the Company has amended or supplemented the Prospectus to correct such misstatement or
omission and (ii) either the Company has furnished copies of the amended or supplemented Prospectus
to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies and
declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of
such amended or supplemented Prospectus as filed with the SEC. Except as described above, the
Prospectus may not be used for or in connection with an offer to resell, a resale or any other
retransfer of New Notes. A broker-dealer that acquired Old Notes in a transaction other than as
part of its market-making activities or other trading activities will not be able to participate in
the Exchange Offer.
The undersigned will, upon request, execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes
tendered hereby. All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in “Terms of the Exchange
Offer—Withdrawal of tenders” section of the Prospectus.
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below,
please deliver the New Notes (and, if applicable, substitute certificates representing Old Notes
for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery
Instructions” below, please send the New Notes (and, if applicable, substitute certificates
representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown
above in the box entitled “Description of Old Notes.”
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS
LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
SIGNATURE(S) OF OWNER
DATE
Area Code and Telephone Number
If a Holder is tendering an Old Note, this Letter must be signed by the registered Holder(s)
as the name(s) appear(s) on the certificate(s) for the Old Note or by any person(s) authorized to
become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s):
(PLEASE TYPE OR PRINT)
Capacity:
Address:
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE
INSTITUTION:
(AUTHORIZED SIGNATURE)
(TITLE)
(NAME AND FIRM)
DATED: , 2007
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN. SEE INSTRUCTION 5.)
6
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be
issued in the name of and sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry
transfer which are not accepted for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account indicated above.
Issue: New Notes and/or Old Notes to:
(Please Type or Print)
Names(s) and Taxpayer Identification or Social Security Number(s):
(Please Type or Print)
(Please Type or Print)
Address:
(Zip Code)
(Complete Substitute Form W-9)
o Credit unexchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
(Book-Entry Transfer Facility Account Number, if Applicable)
7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be
sent to someone other than the person or persons whose signature(s) appear(s) on this
Letter above or to such person or persons at an address other than shown in the box
entitled “Description of Old Notes” on this Letter above.
Mail: New Notes and/or Old Notes to:
(Please Type or Print)
Names(s):
(Please Type or Print)
(Please Type or Print)
Address:
(Zip Code)
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.
8
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL
OUTSTANDING 73/4% SENIOR NOTES DUE 2017 ISSUED ON MAY 7, 2007 OF CRUM & FORSTER HOLDINGS
CORP. FOR 73/4% SENIOR NOTES DUE 2017 OF CRUM & FORSTER HOLDINGS CORP. THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
1.
Delivery of this letter and notes; guaranteed delivery procedures. This Letter is to
be completed by Holders of Old Notes either if certificates are to be forwarded herewith or if
tenders are to be made pursuant to the procedures for delivery by book-entry transfer set
forth in the “Terms of the Exchange Offer—Book-entry transfer” section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually signed facsimile
hereof) and any other documents required by this Letter, must be received by the Exchange
Agent at the address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered
hereby must be in denominations of principal amount of $2,000 and any integral multiple of
$1,000 in excess thereof.
Holders whose certificates for Old Notes are not immediately available or who cannot deliver
their certificates and all other required documents to the Exchange Agent on or prior to the
Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely
basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in the “Terms of the Exchange Offer—Guaranteed delivery procedures” section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible
Institution (as defined herein), (ii) prior to 5:00 P.M., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile transmission, mail
or hand delivery), setting forth the name and address of the Holder of Old Notes and the
amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing
that within three New York Stock Exchange (“NYSE”) trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered
Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be,
and any other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all physically tendered
Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be,
and all other documents required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old Notes and all or any other required documents
is at the election and risk of the tendering Holders, but the delivery will be deemed made
only when actually received or confirmed by the Exchange Agent. If Old Notes, this Letter
and all other required documents are sent by mail, it is suggested that the mailing be
registered mail, properly insured, with return receipt requested, made sufficiently in
advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 P.M.,
New York City time, on the Expiration Date. See the “Terms of the Exchange Offer” section
of the Prospectus.
9
2.
Partial tenders (not applicable to noteholders who tender by book-entry transfer). If
less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the
tendering Holder(s) should fill in the aggregate principal amount of Old Notes to be tendered
in the box above entitled “Description of Old Notes—Principal Amount Tendered.” A reissued
certificate representing the balance of nontendered Old Notes will be sent to such tendering
Holder, unless otherwise provided in the appropriate box on this Letter, promptly after the
Expiration Date.
ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
3.
Signatures on this letter; bond powers and endorsements; guarantee of signatures. If
this Letter is signed by the registered Holder of the Old Notes tendered hereby, the signature
must correspond exactly with the name as written on the face of the certificates without any
change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners, all of such
owners must sign this Letter.
If any tendered Old Notes are registered in different names on several certificates, it will
be necessary to complete, sign and submit as many separate copies of this Letter as there
are different registrations of certificates.
When this Letter is signed by the registered Holder or Holders of the Old Notes specified
herein and tendered hereby, no endorsements of certificates or separate bond powers are
required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be
reissued, to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered Holder or Holders of any
certificate(s) specified herein, such certificate(s) must be accompanied by appropriate bond
powers, in either case signed exactly as the name or names of the registered Holder or
Holders appear(s) on the certificate(s) and signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are 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,
unless waived by the Company, proper evidence satisfactory to the Company of their authority
to so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS
INSTRUCTION 3 MUST BE GUARANTEED BY ANY MEMBER FIRM OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., A COMMERCIAL BANK OR TRUST COMPANY HAVING
AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR AN “ELIGIBLE GUARANTOR INSTITUTION” WITHIN THE
MEANING OF RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (EACH AN
“ELIGIBLE INSTITUTION”).
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES
ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED
“SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” IN THIS LETTER, OR (II) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.
4.
Special issuance and delivery instructions. Tendering Holders of Old Notes should
indicate in the applicable box the name and address to which New Notes issued pursuant to the
Exchange Offer and/or
10
substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter. In the case of
issuance in a different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such Holder may designate herein. If no such instructions
are given, such Old Notes not exchanged will be returned to the name and address of the
person signing this Letter.
5.
Taxpayer identification number. U.S. federal income tax law generally requires that a
tendering Holder whose Old Notes are accepted for exchange must provide the Company (as
payor), or the Paying Agent designated by the Company to act on its behalf, with such Holder’s
correct Taxpayer Identification Number (“TIN”) on Form W-9, below (the “Form W-9”), which in
the case of a tendering Holder who is an individual, is his or her social security number. If
the Company is not provided with the correct TIN or an adequate basis for an exemption from
backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the
Internal Revenue Service (the “IRS”). In addition, delivery to such tendering Holder of New
Notes may result in backup withholding, currently at the rate of 28% (the “Applicable Tax
Rate”), on all reportable payments made after the exchange.
Exempt Holders of Old Notes (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting requirements. See
the instructions in Form W-9, below for additional instructions.
To prevent backup withholding, each tendering Holder of Old Notes must provide its correct
TIN by completing the Form W-9 set forth below, certifying, under penalties of perjury, that
(1) the TIN provided is correct (or that such Holder is awaiting a TIN), (2) the Holder is
not subject to backup withholding because (a) the Holder is exempt from backup withholding,
or (b) the Holder has not been notified by the IRS that such Holder is subject to backup
withholding as a result of a failure to report all interest or dividends or (c) the IRS has
notified the Holder that such Holder is no longer subject to backup withholding, and (3)
such Holder is a U.S. person (including a U.S. Resident alien). If the tendering Holder of
Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such
Holder must give the Exchange Agent a completed Form W-8 BEN or W-8 ECI. These forms may be
obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in
the name of the actual owner, such Holder should consult the instructions in Form W-9, below
for information on which TIN to report. If such Holder does not have a TIN, such Holder
should consult the instructions in Form W-9, below, for instructions on applying for a TIN,
and write “applied for” in the space for the TIN. Note: Writing “applied for” on the Form
W-9 means that such Holder has already applied for a TIN or that such Holder intends to
apply for one in the near future. If a Holder wrote “applied for” in the space for the TIN,
the Exchange Agent will retain a percentage, equal to the Applicable Tax Rate, of reportable
payments made to a Holder during the sixty (60) day period following the date of the Form
W-9. If the Holder furnishes the Exchange Agent with his or her TIN within sixty (60) days
of the date of the Form W-9, the Exchange Agent will remit such amounts retained during such
sixty (60) day period to such Holder and no further amounts will be retained or withheld
from payments made to the Holder thereafter. If, however, such Holder does not provide its
TIN to the Exchange Agent within such sixty (60) day period, the Exchange Agent will remit
such previously withheld amounts to the IRS as backup withholding and will withhold a
percentage, which shall be equal to the Applicable Tax Rate, of all reportable payments to
the Holder thereafter until such Holder furnishes its TIN to the Exchange Agent.
If a Holder does not have a taxpayer identification number or such Holder does not know its
number, such Holder should obtain Form SS-5, Application for a Social Security Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the Social
Security Administration or the IRS and apply for a number.
11
FAILURE TO COMPLETE THE FORM W-9 PROVIDED BELOW MAY RESULT IN BACKUP WITHHOLDING AT THE
APPLICABLE TAX RATE ON FUTURE PAYMENTS MADE TO HOLDERS UNDER THE NEW NOTES.
6.
Transfer taxes. The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New
Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder of the Old
Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other
than the person signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will
be billed directly to such tendering Holder.
Except as provided in this instruction 6, it will not be necessary for transfer tax stamps
to be affixed to the Old Notes specified in this Letter.
7.
Waiver of conditions. The Company reserves the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
8.
No conditional tenders. No alternative, conditional, irregular or contingent tenders
will be accepted. All tendering Holders of Old Notes, by execution of this Letter, shall waive
any right to receive notice of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to give notice of
any defect or irregularity with respect to any tender of Old Notes nor shall any of them
incur any liability for failure to give any such notice.
9.
Mutilated, lost, stolen or destroyed old notes. Any Holder whose Old Notes have been
mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address
indicated above for further instructions.
10.
Withdrawal rights. Tenders of Old Notes of a series may be withdrawn at any time
prior to 5:00 P.M., New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal
must be received by the Exchange Agent at the address set forth above prior to 5:00 P.M.,
New York City time, on the Expiration Date with respect to such series. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Old Notes to be
withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including
the principal amount of such Old Notes), (iii) in the case of Old Notes tendered by
book-entry transfer, specify the number of the account at the Book-Entry Transfer Facility
from which the Old Notes were tendered and specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise
comply with the procedures of such facility, (iv) contain a statement that such Holder is
withdrawing its election to have such Old Notes exchanged, (v) be signed by the Holder in
the same manner as the original signature on the Letter by which such Old Notes were
tendered (including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Old Notes register the transfer of such Old
Notes in the name of the person withdrawing the tender and (vi) specify the name in which
such Old Notes are registered, if different from that of the Depositor. All questions as to
the validity, form and eligibility (including time of receipt) of such notices will be
determined by the Company, whose determination shall be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless
the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for
exchange but which are not exchanged for any reason (including the termination or withdrawal
of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such
Holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the
12
Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in
“Terms of the Exchange Offer—Book-entry transfer” section of the Prospectus, such Old Notes
will be credited to an account maintained with the Book-Entry Transfer Facility for the Old
Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following the procedures described above
at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date with
respect to such series of Old Notes.
11.
Requests for assistance or additional copies. Questions relating to the procedure
for tendering, as well as requests for additional copies of the Prospectus and this Letter,
and requests for Notices of Guaranteed Delivery and other related documents may be directed to
the Exchange Agent, at the address and telephone number indicated above.
13
Give form to the
requester. Do not
send to the IRS.
Form W-9 Request for Taxpayer
Identification Number and Certification (Rev. November 2005)
Department of the Treasury
Internal Revenue Service
Name (as shown on your income tax return)
List account number(s) here (optional)
Address (number, street, and apt. or suite no.)
City, state, and ZIP code
Print or type
See
Specific Instructions on page 2.
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to
avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a
resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on
page 3.
Social security number
— —
or
Requester’s name and address (optional)
Employer identification number Note. If the account is in more than one name, see the chart on
page 4 for guidelines on whose
number to enter. —
Certification
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
I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
2.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS
that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required
to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 4.)
Sign
Here
Signature of
U.S. person ___Date _
Purpose of Form
Form W-9 (Rev. 11-2005)
Part I
Part II
Business name, if different from above
Cat. No. 10231X
Check appropriate box:
Under penalties of perjury, I certify that:
U.S. person. Use Form W-9 only if you are a U.S. person
(including a resident alien), to provide your correct TIN to the
person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a
U.S. exempt payee.
3. I am a U.S. person (including a U.S. resident alien).
A person who is required to file an information return with the
IRS, must obtain your correct taxpayer identification number
(TIN) to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Individual/
Sole proprietor Corporation Partnership Other _
Exempt from backup withholding
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester’s form if it is
substantially similar to this Form W-9.
An individual who is a citizen or resident of the United
States,
A partnership, corporation, company, or association
created or organized in the United States or under the laws
of the United States, or
Any estate (other than a foreign estate) or trust. See
Regulations sections 301.7701-6(a) and 7(a) for additional
information.
For federal tax purposes, you are considered a person if you
are:
In 3 above, if applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income
from a U.S. trade or business is not subject to the
withholding tax on foreign partners’ share of effectively
connected income.
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required
to pay a withholding tax on any foreign partners’ share of
income from such business. Further, in certain cases where a
Form W-9 has not been received, a partnership is required to
presume that a partner is a foreign person, and pay the
withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the
United States, provide Form W-9 to the partnership to
establish your U.S. status and avoid withholding on your
share of partnership income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding
withholding on its allocable share of net income from the
partnership conducting a trade or business in the United
States is in the following cases:
The U.S. owner of a disregarded entity and not the entity,
Form W-9 (Rev. 11-2005) Page 2
2. You do not certify your TIN when required (see the Part
II instructions on page 4 for details),
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make
the proper certifications, and report all your taxable interest
and dividends on your tax return.
1. You do not furnish your TIN to the requester,
What is backup withholding? Persons making certain
payments to you must under certain conditions withhold and
pay to the IRS 28% of such payments (after December 31,2002). This is called “backup withholding.” Payments that
may be subject to backup withholding include interest,
dividends, broker and barter exchange transactions, rents,
royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not
subject to backup withholding.
Payments you receive will be subject to backup
withholding if:
If you are a nonresident alien or a foreign entity not subject
to backup withholding, give the requester the appropriate
completed Form W-8.
Example. Article 20 of the U.S.-China income tax treaty
allows an exemption from tax for scholarship income
received by a Chinese student temporarily present in the
United States. Under U.S. law, this student will become a
resident alien for tax purposes if his or her stay in the United
States exceeds 5 calendar years. However, paragraph 2 of
the first Protocol to the U.S.-China treaty (dated April 30,
1984) allows the provisions of Article 20 to continue to apply
even after the Chinese student becomes a resident alien of
the United States. A Chinese student who qualifies for this
exception (under paragraph 2 of the first protocol) and is
relying on this exception to claim an exemption from tax on
his or her scholarship or fellowship income would attach to
Form W-9 a statement that includes the information
described above to support that exemption.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under
the terms of the treaty article.
Nonresident alien who becomes a resident alien.
Generally, only a nonresident alien individual may use the
terms of a tax treaty to reduce or eliminate U.S. tax on
certain types of income. However, most tax treaties contain a
provision known as a “saving clause.” Exceptions specified
in the saving clause may permit an exemption from tax to
continue for certain types of income even after the recipient
has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an
exception contained in the saving clause of a tax treaty to
claim an exemption from U.S. tax on certain types of income,
you must attach a statement to Form W-9 that specifies the
following five items:
1. The treaty country. Generally, this must be the same
treaty under which you claimed exemption from tax as a
nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
Foreign person. If you are a foreign person, do not use
Form W-9. Instead, use the appropriate Form W-8 (see
Publication 515, Withholding of Tax on Nonresident Aliens
and Foreign Entities).
The U.S. grantor or other owner of a grantor trust and not
the trust, and
The U.S. trust (other than a grantor trust) and not the
beneficiaries of the trust.
Sole proprietor. Enter your individual name as shown on
your income tax return on the “Name” line. You may enter
your business, trade, or “doing business as (DBA)” name on
the “Business name” line.
Other entities. Enter your business name as shown on
required federal tax documents on the “Name” line. This
name should match the name shown on the charter or other
legal document creating the entity. You may enter any
business, trade, or DBA name on the “Business name” line.
If the account is in joint names, list first, and then circle,
the name of the person or entity whose number you entered
in Part I of the form.
Limited liability company (LLC). If you are a single-member
LLC (including a foreign LLC with a domestic owner) that is
disregarded as an entity separate from its owner under
Treasury regulations section 301.7701-3, enter the owner’s
name on the “Name” line. Enter the LLC’s name on the
“Business name” line. Check the appropriate box for your
filing status (sole proprietor, corporation, etc.), then check
the box for “Other” and enter “LLC” in the space provided.
Specific Instructions
Name
Exempt From Backup Withholding
5. You do not certify to the requester that you are not
subject to backup withholding under 4 above (for reportable
interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W-9.
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.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN
to a requester, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause
and not to willful neglect.
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.
If you are an individual, you must generally enter the name
shown on your income tax return. However, if you have
changed your last name, for instance, due to marriage
without informing the Social Security Administration of the
name change, enter your first name, the last name shown on
your social security card, and your new last name.
If you are exempt, enter your name as described above and
check the appropriate box for your status, then check the
“Exempt from backup withholding” box in the line following
the business name, sign and date the form.
4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
3. The IRS tells the requester that you furnished an
incorrect TIN,
Note. You are requested to check the appropriate box for
your status (individual/sole proprietor, corporation, etc.).
Also see Special rules regarding partnerships on page 1.
Form W-9 (Rev. 11-2005) Page 3
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 custodian, or
15. A trust exempt from tax under section 664 or
described in section 4947.
THEN the payment is exempt
for . . .
IF the payment is for . . .
All exempt recipients except
for 9
Interest and dividend payments
Exempt recipients 1 through 13.
Also, a person registered under
the Investment Advisers Act of
1940 who regularly acts as a
broker
Broker transactions
Exempt recipients 1 through 5 Barter exchange transactions
and patronage dividends
Generally, exempt recipients
1 through 7
Payments over $600 required
to be reported and direct
sales over $5,000 1
See Form 1099-MISC, Miscellaneous Income, and its instructions.
However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from
backup withholding: medical and health care payments, attorneys’ fees; and
payments for services paid by a federal executive agency.
The chart below shows types of payments that may be
exempt from backup withholding. The chart applies to the
exempt recipients listed above, 1 through 15.
1
2
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register
in the United States, the District of Columbia, or a
possession of the United States,
2
Exempt payees. Backup withholding is not required on any
payments made to the following payees:
1. An organization exempt from tax under section 501(a),
any IRA, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or
instrumentalities,
3. A state, the District of Columbia, a possession of the
United States, or any of their political subdivisions or
instrumentalities,
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup
withholding include:
6. A corporation,
Generally, individuals (including sole proprietors) are not
exempt from backup withholding. Corporations are exempt
from backup withholding for certain payments, such as
interest and dividends.
Note. If you are exempt from backup withholding, you
should still complete this form to avoid possible erroneous
backup withholding.
Part I. Taxpayer Identification
Number (TIN)
Enter your TIN in the appropriate box. If you are a resident
alien and you do not have and are not eligible to get an SSN,
your TIN is your IRS individual taxpayer identification number
(ITIN). Enter it in the social security number box. If you do
not have an ITIN, see How to get a TIN below.
How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form SS-5,
Application for a Social Security Card, from your local Social
Security Administration office or get this form online at
www.socialsecurity.gov. You may also get this form by
calling 1-800-772-1213. Use Form W-7, Application for IRS
Individual Taxpayer Identification Number, to apply for an
ITIN, or Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can apply for an EIN online
by accessing the IRS website at www.irs.gov/businessesand
clicking on Employer ID Numbers under Related Topics. You
can get Forms W-7 and SS-4 from the IRS by visiting
www.irs.govor by calling 1-800-TAX-FORM
(1-800-829-3676).
If you are asked to complete Form W-9 but do not have a
TIN, write “Applied For” in the space for the TIN, sign and
date the form, and give it to the requester. For interest and
dividend payments, and certain payments made with respect
to readily tradable instruments, generally you will have 60
days to get a TIN and give it to the requester before you are
subject to backup withholding on payments. The 60-day rule
does not apply to other types of payments. You will be
subject to backup withholding on all such payments until you
provide your TIN to the requester.
If you are a sole proprietor and you have an EIN, you may
enter either your SSN or EIN. However, the IRS prefers that
you use your SSN.
If you are a single-owner LLC that is disregarded as an
entity separate from its owner (see Limited liability company
(LLC) on page 2), enter your SSN (or EIN, if you have one). If
the LLC is a corporation, partnership, etc., enter the entity’s
EIN.
Note. See the chart on page 4 for further clarification of
name and TIN combinations.
Note. Writing “Applied For” means that you have already
applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign
owner must use the appropriate Form W-8.
Form W-9 (Rev. 11-2005) Page 4
1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered
active during 1983. You must give your correct TIN, but you
do not have 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 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 must give your correct TIN, but
you do not have to sign the certification unless you have
been notified that you have previously given 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 (including payments to corporations), payments to a
nonemployee for services, payments to certain fishing boat
crew members and fishermen, and gross proceeds paid to
attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529),
IRA, Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give
your correct TIN, but you do not have to sign the
certification.
Part II. Certification
For a joint account, only the person whose TIN is shown in
Part I should sign (when required). Exempt recipients, see
Exempt From Backup Withholding on page 2.
To establish to the withholding agent that you are a U.S.
person, or resident alien, sign Form W-9. You may be
requested to sign by the withholding agent even if items 1, 4,
and 5 below indicate otherwise.
Signature requirements. Complete the certification as
indicated in 1 through 5 below.
What Name and Number To Give the
Requester
Give name and SSN of: For this type of account:
The individual 1. Individual
The actual owner of the account
or, if combined funds, the first
individual on the account 1
2. Two or more individuals (joint
account)
The minor 2 3. Custodian account of a minor
(Uniform Gift to Minors Act)
The grantor-trustee 1 4. a. The usual revocable
savings trust (grantor is
also trustee)
The actual owner 1 b. So-called trust account
that is not a legal or valid
trust under state law
The owner 3 5. Sole proprietorship or
single-owner LLC
Give name and EIN of: For this type of account:
A valid trust, estate, or
pension trust
6.
Legal entity 4
The corporation Corporate or LLC electing
corporate status on Form
8832
7.
The organization Association, club, religious,
charitable, educational, or
other tax-exempt organization
8.
The partnership Partnership or multi-member
LLC
9.
The broker or nominee A broker or registered
nominee
10.
The public entity 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 agricultural program
payments
11.
List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person’s number must
be furnished.
Circle the minor’s name and furnish the minor’s SSN.
You must show your individual name and you may also enter your business
or “DBA” name on the second name line. You may use either your SSN or
EIN (if you have one). If you are a sole proprietor, IRS encourages you to
use your SSN.
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.) Also see Special rules
regarding partnerships on page 1.
Note. If no name is circled when more than one name is
listed, the number will be considered to be that of the first
name listed.
Sole proprietorship or
single-owner LLC
The owner 3
12.
1
2
3
4
Privacy Act Notice
You must provide your TIN whether or not you are required to file a tax return. Payers must
generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not give a TIN to a payer.
Certain penalties may also apply.
Section 6109 of the Internal Revenue Code requires you to provide 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, or
Archer MSA or HSA. The IRS
uses the numbers for identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this
information to the Department of Justice for civil and criminal litigation, and to cities, states,
the District of Columbia, and U.S.
possessions to carry out their tax laws. We may also disclose this information to other countries
under a tax treaty, to federal
and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and
intelligence agencies to combat
terrorism.
Dates Referenced Herein and Documents Incorporated by Reference
