Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 6 36K
2: EX-99.(A)(1)(A) Offer to Purchase 45 244K
3: EX-99.(A)(1)(B) Letter of Transmittal 12 59K
4: EX-99.(A)(1)(C) Notice of Guaranteed Delivery 2 14K
5: EX-99.(A)(1)(D) Letter to Brokers,Dealers 3 16K
6: EX-99.(A)(1)(E) Letter to Clients 3 17K
7: EX-99.(A)(1)(F) Guidelines for Certification of Taxpayer I.D. 5± 21K
No.
8: EX-99.(A)(5)(F) Summary Advertisement as Published May 5± 25K
17,2002
9: EX-99.(A)(5)(G) Press Release Issued by Sears on May 17,2002 1 8K
10: EX-99.(D)(1) Acquisition Agreement 55 228K
11: EX-99.(D)(2) Form of Tender Agreement,Dated May 12,2002 12 43K
12: EX-99.(D)(3) Confidentiality Agreement 8 34K
13: EX-99.(D)(4) Letter Agreement,Dated May 13,2002 2 14K
EX-99.(A)(1)(F) — Guidelines for Certification of Taxpayer I.D. No.
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Exhibit (a)(1)(F)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code of 1986, as amended)
Resident Aliens. 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 on the portion of the Form W-9 or substitute Form W-9
where the SSN would be entered. If you do not have an ITIN, see "Obtaining a
Number" below.
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.
Obtaining a Number
If you do not have a taxpayer identification number ("TIN"), either because you
are an individual and you do not have a social security number, or you are an
entity, and you do not have an employee identification number, apply for one
immediately. To apply for an SSN, obtain Form SS-5, Application for a Social
Security Card Number, from your local office of the Social Security
Administration. To apply for an EIN, obtain Form SS-4, Application for Employer
Identification Number, from the Internal Revenue Service (the "IRS") by calling
1-800-829-3676 or visiting the IRS's Internet web site at www.irs.gov. Resident
aliens who are not eligible to get an SSN and need an ITIN should obtain Form
W-7, Application for Individual Taxpayer Identification Number, from the IRS by
calling 1-800-829-3676 or visiting the IRS's Internet web site at www.irs.gov.
If you do not have a TIN, write "Applied For" in the space for the TIN, sign
and date the form, and give it to the payer. For interest and dividend payments
and certain payments made with respect to readily tradable instruments, you
will generally have 60 days to get a TIN and give it to the payer before you
are subject to backup withholding on payments. Other payments are subject to
backup withholding without regard to the 60-day rule until you provide your TIN.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Payees Exempt from Backup Withholding
Exempt payees described below should still file Form W-9 or substitute Form W-9
to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TIN, 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.
The following is a list of payees who may be exempt from backup withholding and
for which no information reporting is required:
(1) An organization exempt from tax under section 501(a), an individual
retirement plan ("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.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.
(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.
(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
Secretaries, Inc. Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
For interest and dividends, all listed payees are exempt except the payee in
(9). For broker transactions, payees listed in items (1) through item (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 the following payments made to a
corporation and reportable on Form 1099-MISC are not exempt from backup
withholding:
.. Medical and health care payments.
.. Attorneys' fees.
.. Payments for services paid by a federal executive agency.
Payments Exempt from Backup Withholding
Payments of dividends 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 alien partner.
.. 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 on interest of $600 or more paid in the course
of the payer's trade or business if you have not provided your correct TIN to
the payer.
.. Payments of tax-exempt interest (including exempt-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 or student loan interest paid to you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and the regulations under those sections.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the payer an appropriate completed Form W-8.
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. 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 and the District of Columbia to
carry out their tax laws. You must provide your TIN whether or not you are
qualified to file a tax return. Payers must generally withhold a percentage 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.
Penalties
(1) Failure to Furnish TIN.--If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), 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
made a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(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 IRS.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code of 1986, as amended)
Guidelines for Determining the Proper Identification Number to Give the
Payer--A social security number ("SSN") has nine digits separated by two
hyphens: i.e., 000-00-0000. An employer identification number ("EIN") has nine
digits separated by one hyphen: i.e., 00-0000000. The table below will help you
determine the number to give the payer.
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 (S) 301.7701-3, enter the owner's name and TIN. Enter the LLC's
name on the business name line. A disregarded entity that has a foreign owner
must use the appropriate Form W-8.
For other entities, enter the business name as shown on required federal
income tax documents. This name should match the name shown on the charter or
other legal document creating the entity. You may enter any business, trade or
"doing business as" name on the business name line.
[Download Table]
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Give the
SOCIAL SECURITY
For this type of account: number of--
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1. Individual The individual
2. Two or more individuals The actual owner of the account
(joint account) or, if combined funds, the first
individual on the account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust (grantor is also
trustee)
b. So-called trust account The actual owner(1)
that is not a legal or valid
trust under state law
5. Sole proprietorship The owner(3)
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[Download Table]
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Give the EMPLOYER
IDENTIFICATION
For this type of account: number of--
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6. Sole proprietorship The owner(3)
7. A valid trust, estate, or The legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational or
other tax-exempt
organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
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
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(1) 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 SSN must be
furnished.
(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 either your SSN or EIN (if you have one). Using your EIN may, however,
result in unnecessary notices to the requester of the Form W-9 or
substitute Form W-9.
(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.
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