Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Texas Standard Oil Company 101 474K
2: EX-2.1 Purchase and Sale Agreement 23 80K
3: EX-3.1 Articles of Incorporation 4 12K
4: EX-3.2 Articles of Amendment of Articles of Incorporation 7 20K
5: EX-3.3 Amended and Restated Bylaws 12 42K
6: EX-5.1 Opinion of Haynes and Boone, LLP 3 13K
7: EX-10.1 Promissory Note to Roberson Oil Company 2 11K
8: EX-10.3 2002 Equity Incentive Plan 17 85K
9: EX-23.2 Consent of Hein & Associates LLP 1 7K
10: EX-23.3 Consent of Ryder Scott Company, L.P. 1 7K
11: EX-99.1 Form of Letter to Record Holders 2± 8K
12: EX-99.2 Form of Letter to Clients 2 11K
13: EX-99.3 Form of Letter of Transmittal 8 41K
EXHIBIT 99.3
LETTER OF TRANSMITTAL
WITH RESPECT TO THE
EXCHANGE OF UNITS OF BENEFICIAL INTEREST OF THE
FREEPORT-MCMORAN OIL AND GAS ROYALTY TRUST
FOR
SHARES OF COMMON STOCK OR WARRANTS OF
TEXAS STANDARD OIL COMPANY
THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES REPRESENTING, OR A
CONFIRMATION OF BOOK-ENTRY TRANSFER OF, YOUR UNITS MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON , 2002.
This Letter of Transmittal is to be completed by a record holder of units
of beneficial interest ("UNITS") of the Freeport-McMoRan Oil and Gas Royalty
Trust (the "TRUST") if:
- certificates for such Units are to be tendered with this Letter of
Transmittal; or
- a tender is to be made by book-entry transfer to the account maintained
by Securities Transfer Corporation (the "EXCHANGE AGENT") at the
Depository Trust Company ("DTC") and an agent's message is not being
delivered in lieu of this Letter of Transmittal.
Record holders that tender Units by book-entry transfer may, in lieu of
completing and returning this Letter of Transmittal, cause DTC to transmit an
agent's message to the Exchange Agent. An agent's message forms a part of the
confirmation of book-entry transfer, and expressly acknowledges that the
tendering unitholder has received and agrees to be bound by the terms of this
Letter of Transmittal and that Texas Standard Oil Company ("TEXAS STANDARD") may
enforce the Letter of Transmittal against such holder.
Mail or deliver this Letter of Transmittal, or a facsimile hereof, together
with the certificates representing your Units (unless tendering by book-entry
transfer) to the Exchange Agent, at the following addresses:
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BY FIRST CLASS MAIL: BY HAND, OVERNIGHT CARRIER OR CERTIFIED MAIL:
Securities Transfer Corporation Securities Transfer Corporation
P.O. Box 701629 2591 Dallas Parkway, Suite 102
Dallas, TX 75370-1629 Frisco, TX 75034
Attention: Kevin Halter Attention: Kevin Halter
Telephone: (469) 633-0069
Facsimile: (469) 633-0088
DELIVERY OF THIS INSTRUMENT 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, INCLUDING THE INSTRUCTIONS, AND TEXAS STANDARD'S
PROSPECTUS DATED , 2002 CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL. QUESTION AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
TEXAS STANDARD'S PROSPECTUS DATED , 2002 AND THIS LETTER OF
TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
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DESCRIPTION OF UNITS SURRENDERED
NAME AND ADDRESS(ES) OF REGISTERED
HOLDER(S) CERTIFICATE NUMBER(S) TOTAL NUMBER OF UNITS
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR (ATTACH ADDITIONAL REPRESENTED BY NUMBER OF UNITS
ON CERTIFICATE(S)) LIST IF NECESSARY)* CERTIFICATE* DELIVERED FOR EXCHANGE
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Total Units:
* Need not be completed for tenders made by book-entry transfer.
[ ] Check here if certificates for tendered Units are enclosed herewith.
[ ] Check here if tendered Units are being delivered by book-entry transfer
made to the account maintained by the Exchange Agent with DTC and
complete the following:
Name of Tendering Institution:
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DTC Participant Number:
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Transaction Code Number:
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Texas Standard will issue one certificate for, or warrant to purchase,
shares of Texas Standard's common stock, par value $0.01 per share ("COMMON
STOCK"), to which the undersigned is entitled in the name of the undersigned
shown above (unless a different name is indicated in the Special Issuance
Instructions box below), for delivery by mail to the address shown above (unless
a different address is indicated in the Special Delivery Instructions box or the
Special Issuance Instructions box below).
Texas Standard has registered this exchange offer with the Securities and
Exchange Commission under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT"), including a form of
prospectus (the "PROSPECTUS") dated , 2002. Pursuant to the
Prospectus, and this Letter of Transmittal, which together constitute Texas
Standard's exchange offer (the "EXCHANGE OFFER"), the undersigned hereby
surrenders the number of Units, represented by the certificate(s) described
above (the "CERTIFICATES") or the confirmation of book-entry transfer
transmitted to the Exchange Agent. In exchange for every 20 Units tendered by
holders of record holding at least 2,000 Units, unitholders of record will
receive one share of Common Stock. In exchange for every 20 Units tendered by
holders of record holding fewer than 2,000 Units, unitholders of record will
receive a warrant ("WARRANT") to purchase one share of Common Stock. The
Warrants have an exercise price of $.77, are nontransferable and will be
exercisable for a period of 30 days after the consummation of the Exchange
Offer. The undersigned acknowledges that he or she has received and reviewed the
Prospectus and this Letter of Transmittal.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, estates,
successors and assigns of the undersigned. The undersigned hereby represents and
warrants that the undersigned is the owner of the Units delivered hereby and has
full power and authority to submit and exchange the Units delivered for exchange
hereby. The undersigned further represents and warrants that, when the Units
tendered hereby are accepted for exchange, Texas Standard will acquire good,
marketable and unencumbered titled thereto, free and clear of all liens,
restrictions, charges, claims and encumbrances. The undersigned understands that
Texas Standard's acceptance of properly tendered Units will
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constitute a binding agreement between the undersigned and Texas Standard upon
the terms and subject to the conditions of the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer and
subject to the acceptance of the Units tendered hereby by Texas Standard, the
undersigned hereby sells, assigns and transfers to Texas Standard all right
title and interest in and too all of the Units that are being tendered hereby.
In addition, the undersigned hereby transfers and assigns any and all claims,
demands or causes of action that the undersigned has or may have, known or
unknown, present or future, common law, statutory or otherwise, against Texas
Standard, IMC Global, Inc., the Chase Manhattan Bank, as trustee of the
Freeport-McMoRan Oil and Gas Royalty Trust, the Freeport-McMoRan Oil and Gas
Royalty Trust, and their respective officers, directors employees, agents,
representatives, attorneys, affiliates and subsidiaries as a result of being a
holder of Units. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or Texas Standard to be
necessary or desirable to complete the exchange of the Units tendered for
exchange hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful attorney-in-fact of the undersigned with respect to
the Units tendered hereby with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
(i) deliver the Certificates representing such Units, or transfer ownership of
such Units on the account books maintained by DTC, to Texas Standard, and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, Texas Standard, (ii) present such Units for transfer on the books of
Texas Standard, and (iii) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Units, all in accordance with the terms of the
Exchange Offer.
The undersigned understands and agrees that the method of delivery of the
Units and this Letter of Transmittal is at the election and risk of the holder
of the Units. If delivery of the Units is by mail, registered mail with return
receipt requested, properly insured, is recommended. Neither this Letter of
Transmittal nor any Units should be sent to Texas Standard.
The undersigned hereby acknowledges that the undersigned has read the
Instructions accompanying this Letter of Transmittal.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 7)
(To be completed only if the Warrants or certificates for shares of Common
Stock are to be issued in the name of someone other than the undersigned.)
Issue and mail Warrants or shares of Common Stock to:
Name:
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(PLEASE PRINT)
Address:
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(CITY) (STATE) (ZIP)
(COMPLETE SUBSTITUTE FORM W-9)
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 7)
(To be completed only if the Warrants or certificates for shares of Common
Stock are to be mailed to the undersigned at an address other than that shown on
the record address.)
Mail Warrants or shares of Common Stock to:
Name:
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(PLEASE PRINT)
Address:
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(CITY) (STATE) (ZIP)
BY EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY DELIVERS TO
TEXAS STANDARD OIL COMPANY FOR EXCHANGE THE SECURITIES INDICATED IN THE BOX
ENTITLED "DESCRIPTION OF UNITS SURRENDERED."
SIGN HERE:
(See Instruction 4)
(Complete Substitute Form W-9)
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(SIGNATURE(S) OF HOLDER(S))
Dated:
--------------------------------- , 2002
Name:
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(PLEASE PRINT)
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(TITLE OF SIGNER IF ACTING IN A REPRESENTATIVE CAPACITY)
Address:
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(CITY) (STATE) (ZIP)
Telephone Number
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
SIGNATURE(S) GUARANTEED BY:
(To be completed only if required by
Instructions 2 and 4)
The undersigned hereby guarantees the signature(s) which appear(s) on this
Letter of Transmittal and the Certificates and any stock powers surrendered
pursuant to this Letter of Transmittal.
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(NAME OF INSTITUTION ISSUING GUARANTEE)
By:
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(AUTHORIZED SIGNATURE)
Title:
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Address of Guaranteeing Firm:
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Dated:
--------------------------------- , 2002
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS LETTER OF TRANSMITTAL
1. Use of Letter of Transmittal. This Letter of Transmittal is to be
completed by record holders of Units if (i) Certificates for such Units are to
be forwarded with this Letter of Transmittal or (ii) if Units are to be tendered
by book-entry transfer and an agent's message is not being delivered as a part
of the confirmation of book-entry transfer. This Letter of Transmittal, properly
completed and duly executed, together with the surrendered Certificates or
confirmation of book-entry transfer and any documents required by this Letter of
Transmittal, should be sent by mail or overnight courier or delivered by hand to
the Exchange Agent, in each case at the appropriate address set forth on the
front page of this Letter of Transmittal, in order to make an effective
surrender. Until all necessary steps have been taken to surrender Certificates
or deliver units by book-entry transfer, no exchange shall be made. The method
of delivery of all documents is at the option and risk of the undersigned and
the delivery will be deemed made only when actually received. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. A return envelope is enclosed for your convenience.
2. Guarantee of Signatures. Signatures on this Letter of Transmittal must
be guaranteed in accordance with Rule 17Ad-15 (promulgated under the Securities
Exchange Act of 1934) by an eligible guarantor institution which is a
participant in a stock transfer association recognized program, such as a firm
that is a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., by a commercial bank or trust
company having an office or correspondent in the United States or by an
international bank, securities dealer, securities broker or other financial
institution licensed to do business in its home country (an "ELIGIBLE
INSTITUTION") unless (i) the Letter of Transmittal is signed by the registered
holder(s) of the Units tendered therewith (or by a participant in DTC whose name
appears on a security position listing as the owner) and such holder(s) have not
completed the "Special Issuance Instructions" or "Special Delivery Instructions"
boxes above or (ii) the Units described above are delivered for the account of
an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES MUST BE GUARANTEED
BY AN ELIGIBLE INSTITUTION.
3. Inadequate Space. If the space provided in the box entitled
"Description of Units Surrendered" above is inadequate, the certificate numbers
and number of Units being delivered should be listed on a separate signed
schedule affixed hereto.
4. Signatures on this Letter of Transmittal, Powers of Attorney and
Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Units delivered herewith, the signature(s) of the holder
on this Letter of Transmittal must correspond exactly with the name(s) as
written on the face of the Certificate or on a DTC security position
listing without alteration, or any change whatsoever.
(b) If any Units are owned of record by two or more joint owners, all
such owners must sign this Letter of Transmittal.
(c) If any Units are registered in different names on different
Certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations of Certificates.
(d) Do not endorse the Certificates if the Warrants or certificates
for Common Stock are to be issued in the name of the registered holder(s)
unless the registered holder(s) is/are completing the Special Issuance
Instructions.
(e) If the Warrants or certificates for Common Stock are to be issued
and paid in the name of a person other than the signer of a Letter of
Transmittal, then the Certificates representing the Units surrendered in
exchange therefor must be endorsed or accompanied by an appropriate
instrument of transfer signed exactly as the name of the registered owner
appears on such Certificates, with the signatures on the Certificates or
instruments of transfer guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).
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(f) If this Letter of Transmittal or any Certificate, proxy or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must so indicate when
signing, and proper evidence satisfactory to Texas Standard of their
authority to so act must be submitted.
(g) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Units listed, the Certificate must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly
as the name(s) of the registered holder(s) appear(s) on the Certificates.
Signatures on such Certificates or stock powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
5. Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry
Transfer). If fewer than all of the Units evidenced by a Certificate delivered
to the Exchange Agent are to be tendered, fill in the number of Units that are
to be tendered in the box entitled "Description of Units Tendered -- Number of
Units Delivered for Exchange." New certificates for the remainder of the Units
that were evidenced by the Certificate will be sent to the record holder, unless
otherwise provided in the appropriate box of this Letter of Transmittal,
promptly after the expiration date of the Exchange Offer. All Units represented
by Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
6. Withholding. The Exchange Agent and Texas Standard are entitled to
deduct and withhold from the consideration otherwise payable pursuant to the
Exchange Offer described in the Prospectus to any holder of Units any amounts
that the Exchange Agent or Texas Standard, as the case may be, is required to
deduct and withhold with respect to the making of such payment under the
Internal Revenue Code of 1986, or any provision of state, local or foreign tax
law. To the extent that amounts are withheld, the withheld amounts shall be
treated for all purposes as having been paid to the holder of Units in respect
of which such deduction and withholding was made.
7. Special Issuance and Special Delivery Instructions. If the Warrants or
Common Stock is to be issued and paid to someone other than the record holder of
the Units tendered or mailed to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
8. Irregularities. All questions as to the form of documents and the
validity of Units will be resolved by Texas Standard, in its sole discretion,
whose determination shall be final and binding. Texas Standard reserves the
absolute right to reject any deliveries of any Certificates for exchange that
are not in proper form, or the acceptance of which would, in the opinion of
Texas Standard or its counsel, be unlawful. Texas Standard reserves the absolute
right to waive any defect or irregularity of delivery for exchange with regard
to any Units.
9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder whose
Certificate(s) have been mutilated, lost, stolen or destroyed should complete
this Letter of Transmittal and attach a letter to it indicating that his/her
Certificate(s) has/have been mutilated, lost, stolen or destroyed and mail or
otherwise deliver both to the Exchange Agent at the address set forth on the
front of this Letter of Transmittal. The holder will then be instructed as to
the steps he/she must take in order to receive Warrants or certificate(s)
representing shares of Common Stock.
10. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of this Letter of Transmittal may be directed to the
Exchange Agent at one of the addresses or telephone numbers set forth on the
cover of this Letter of Transmittal.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder who delivers Units for exchange is
required to provide Texas Standard (as payer), through the Exchange Agent, with
the holder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 or otherwise establish a basis for exemption from backup withholding.
Generally, if the holder is an individual, the TIN is the holder's social
security number. If the Exchange Agent is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty, as
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well as various other penalties, imposed by the Internal Revenue Service. In
addition, payments made to the holder with respect to the Warrants, Common Stock
or Units may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient or other payee
by submitting to the Exchange Agent a properly completed Internal Revenue
Service Form W-8 signed under penalty of perjury, attesting to the holder's
exempt status.
If backup withholding applies, Texas Standard is required to withhold 31%
of any payment made to the holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the amount withheld will be credited
against the federal income tax liability of persons subject to backup
withholding. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service provided that the required
information is timely furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a holder with
respect to the Warrants, Common Stock or Units, the holder is required to
provide the Exchange Agent with either: (i) the holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that the holder is awaiting a TIN) and that (A) the holder
has not been notified by the Internal Revenue Service that he or she is subject
to backup withholding as a result of failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the holder that he or she is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Units.
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TO BE COMPLETED BY ALL HOLDERS OF UNITS
(See Instruction 6 and "Important Tax Information" on this Letter of
Transmittal)
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PAYER'S NAME: TEXAS STANDARD OIL COMPANY
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SUBSTITUTE
FORM W-9 Social Security Number
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
DEPARTMENT OF THE TREASURY AT RIGHT AND CERTIFY BY SIGNING AND DATING --------------------------------------
INTERNAL REVENUE SERVICE BELOW. OR
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN) Employer Identification Number
AND CERTIFICATE
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Name (Please Print)
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Address
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City State Zip Code
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PART 2 -- Awaiting TIN [ ]
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PART 3 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not been issued to me but I have mailed or delivered an application
to receive a TIN or intend to do so in the near future), (2) I am not subject to backup withholding either because I
have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup
withholding, and (3) all other information provided on this form is true, correct and complete.
Signature ________________________________________ Date ____________________
You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup
withholding because of under-reported interest or dividends on your tax return and you have not been advised by the IRS
that such backup withholding has been terminated.
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FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under the 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 sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
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Signature Date
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