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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/16/04 Sensus Metering Headquarters Corp S-4 49:10M Merrill Corp/New/FA Sensus Metering Systems - North America Inc Smith-Blair Inc M&FC Holdings LLC Sensus Metering Systems Bermuda 2 Ltd Sensus Metering Systems Ip Holdings Inc Sensus Precision Die Casting Inc Sensus Metering Systems Inc |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.80M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement HTML 257K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 669K
Liquidation or Succession
4: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 43K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 38K
14: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 54K
15: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 24K
16: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 54K
17: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 32K
18: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 56K
19: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 18K
20: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 71K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 60K
7: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 52K
8: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 17K
9: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 34K
10: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 84K
11: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 34K
12: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 54K
13: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 48K
21: EX-4.1 Instrument Defining the Rights of Security Holders HTML 843K
22: EX-4.3 Instrument Defining the Rights of Security Holders HTML 166K
23: EX-5.1 Opinion re: Legality HTML 25K
24: EX-10.1 Material Contract HTML 750K
33: EX-10.10 Material Contract HTML 96K
34: EX-10.11 Material Contract HTML 83K
35: EX-10.12 Material Contract HTML 77K
36: EX-10.13 Material Contract HTML 147K
37: EX-10.14 Material Contract HTML 52K
38: EX-10.15 Material Contract HTML 42K
39: EX-10.16 Material Contract HTML 85K
40: EX-10.17 Material Contract HTML 53K
25: EX-10.2 Material Contract HTML 809K
26: EX-10.3 Material Contract HTML 177K
27: EX-10.4 Material Contract HTML 122K
28: EX-10.5 Material Contract HTML 117K
29: EX-10.6 Material Contract HTML 121K
30: EX-10.7 Material Contract HTML 421K
31: EX-10.8 Material Contract HTML 188K
32: EX-10.9 Material Contract HTML 97K
41: EX-12.1 Statement re: Computation of Ratios HTML 54K
42: EX-21.1 Subsidiaries of the Registrant HTML 26K
43: EX-23.1 Consent of Experts or Counsel HTML 18K
44: EX-25.1 Statement re: Eligibility of Trustee HTML 74K
45: EX-99.1 Miscellaneous Exhibit HTML 77K
46: EX-99.2 Miscellaneous Exhibit HTML 32K
47: EX-99.3 Miscellaneous Exhibit HTML 24K
48: EX-99.4 Miscellaneous Exhibit HTML 23K
49: EX-99.5 Miscellaneous Exhibit HTML 30K
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e, 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
| For this type of account: |
Give the NAME and SOCIAL SECURITY number of— |
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|---|---|---|---|---|
| 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(2) |
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3. |
Custodian account of a minor (Uniform Gift to Minors Act) |
The minor(4) |
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4. |
a. The usual revocable savings trust (grantor is also trustee) |
The grantor-trustee(2) |
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b. So-called trust account that is not a legal or valid trust under State law |
The actual owner(2) |
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5. |
Sole proprietorship |
The owner(1) |
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| For this type of account: |
Give the NAME and EMPLOYER IDENTIFICATION number of— |
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| 6. | Sole proprietorship | The owner(1) | ||
7. |
A valid trust, estate, or pension trust |
The legal entity(3) |
||
8. |
Corporate |
The corporation |
||
9. |
Association, club, religious, charitable, educational or other tax-exempt organization |
The organization |
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10. |
Partnership |
The partnership |
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11. |
A broker or registered nominee |
The broker or nominee |
||
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 agricultural program payments |
The public entity |
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
Payees 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 items (1) through (13) and a person registered under the Investment Advisers Act of 1940 U.C. who regularly acts s 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 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 and patronage dividends.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual retirement plan or custodial account under section 403(b)(7).
(3) The United States or any agency or instrumentality thereof.
(4) A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
(5) A foreign government, a political subdivision of a foreign government, or an agency or instrumentality thereof.
(6) An international organization or any agency or instrumentality thereof.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.
(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 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 Secretaries, Inc. Nominee List.
(15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947.
Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
Interest payments that are generally exempt from back-up withholding include:
Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, royalties, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.
Privacy Act Notice.
Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, 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.
(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
