Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Tech Data Corporation HTML 412K
9: CORRESP ¶ Comment-Response or Other Letter to the SEC 4 9K
2: EX-1.1 EX-1.1 Dealer Manager Agreement 23 110K
3: EX-4.(C) Ex- 4.C Form of Indenture 89 405K
4: EX-5.1 EX-5.1 Grayrobinson Opinion & Consent 2 11K
5: EX-8.1 EX-8.1 Grayrobinson Tax Opinion 2 10K
6: EX-23.1 EX-23.1 Ernst & Young Consent 1 6K
7: EX-25.1 EX-25.1 Form of T-1 5 18K
8: EX-99.1 EX-99.1 Form of Letter of Transmittal 16 81K
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TECH DATA CORPORATION
OFFER TO EXCHANGE
2.0% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021
FOR ANY AND ALL OUTSTANDING
2.0% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021
(CUSIP Numbers 878237AB2 and 878237AC0)
PURSUANT TO THE PROSPECTUS DATED NOVEMBER 16, 2004
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON DECEMBER 14, 2004, UNLESS EXTENDED (THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN UNTIL THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
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By Facsimile: By Registered or Certified Mail,
(214) 468-6494 Courier, Hand or Overnight Delivery:
Attention: Frank Ivins J.P. Morgan Trust Company, National Association
For Information: Institutional Trust Services
(800) 275-2048 2001 Bryan Street, 9th Floor
Dallas, Texas 75201
Attention: Frank Ivins
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.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The prospectus, subject to completion, dated November 16, 2004 (the
"PROSPECTUS") of Tech Data Corporation ("TECH DATA") and this Letter of
Transmittal together constitute Tech Data's offer, referred to as the exchange
offer, to exchange an aggregate principal amount of up to $290,000,000 of Tech
Data's new 2.0% Convertible Subordinated Debentures due 2021 (the "NEW
DEBENTURES") for a like principal amount of Tech Data's currently outstanding
2.0% Convertible Subordinated Debentures due 2021 (the "EXISTING DEBENTURES").
Capitalized terms used but not defined herein shall have the same meaning given
to them in the Prospectus, as it may be amended or supplemented.
This Letter of Transmittal is to be completed by a holder of Existing
Debentures either if (a) certificates for such Existing Debentures are to be
forwarded herewith or (b) a tender of Existing Debentures is to be made by
book-entry transfer to the account of the exchange agent for the exchange offer
at DTC, pursuant to the procedures for tender by book-entry transfer set forth
in the Prospectus under the caption, "The Exchange Offer--Procedures for
Tendering Existing Debentures--Tender of Existing Debentures Held Through DTC."
Certificates or book-entry confirmation of the transfer of Existing Debentures
into the exchange agent's account at DTC, as well as this Letter of Transmittal
or a facsimile hereof, properly completed and duly executed, with any required
signature guarantees, and any other documents, such as endorsements, bond
powers, opinions of counsel, certifications and powers of attorney, if
applicable, required by this Letter of Transmittal, must be received by the
exchange agent at its address set forth herein on or prior to the expiration
date. Tenders by book-entry transfer may also be made by delivering an agent's
message in lieu of this Letter of Transmittal. The term "book-entry
confirmation" means a confirmation of a book-entry transfer of Existing
Debentures into the exchange agent's account at DTC. The term "agent's message"
means a message transmitted to the exchange agent by DTC which states that DTC
has received an express acknowledgment that the tendering holder agrees to be
bound by the Letter of Transmittal and that Tech Data may enforce the Letter of
Transmittal against such holder. The agent's message forms a part of a
book-entry transfer.
If Existing Debentures are tendered pursuant to book-entry procedures, the
exchange agent must receive, no later than midnight, New York City time, on the
expiration date, book-entry confirmation of the tender of the Existing
Debentures into the exchange agent's account at DTC, along with a completed
Letter of Transmittal or an agent's message.
BY CREDITING THE EXISTING DEBENTURES TO THE EXCHANGE AGENT'S ACCOUNT AT DTC
AND BY COMPLYING WITH THE APPLICABLE PROCEDURES OF DTC'S AUTOMATED TENDER OFFER
PROGRAM, OR ATOP, WITH RESPECT TO THE TENDER OF THE EXISTING DEBENTURES,
INCLUDING BY THE TRANSMISSION OF AN AGENT'S MESSAGE, THE HOLDER OF EXISTING
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DEBENTURES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF
TRANSMITTAL, AND THE PARTICIPANT IN DTC CONFIRMS ON BEHALF OF ITSELF AND THE
BENEFICIAL OWNERS OF SUCH EXISTING DEBENTURES THAT ALL PROVISIONS OF THIS LETTER
OF TRANSMITTAL ARE APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF
SUCH PARTICIPANT AND EACH SUCH BENEFICIAL OWNER HAD PROVIDED THE INFORMATION
REQUIRED HEREIN AND EXECUTED THIS LETTER OF TRANSMITTAL AND TRANSMITTED IT TO
THE EXCHANGE AGENT.
Holders of Existing Debentures whose certificates for such Existing
Debentures are not immediately available or who are unlikely to be able to
deliver all required documents to the exchange agent on or prior to the
expiration date or who cannot complete a book-entry transfer on a timely basis
may tender their Existing Debentures according to the guaranteed delivery
procedures described in the Prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures."
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the exchange offer.
[Balance of page intentionally left blank.]
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List below the Existing Debentures to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Existing Debentures should be listed on a separate, signed
schedule affixed hereto.
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DESCRIPTION OF EXISTING DEBENTURES
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EXISTING PRINCIPAL
DEBENTURES AMOUNT OF PRINCIPAL
NAME(s) AND ADDRESS(ES) OF REGISTERED CERTIFICATE EXISTING AMOUNT
HOLDER(s) (PLEASE FILL IN, IF BLANK) NUMBER(s)* DEBENTURES TENDERED**
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TOTAL:
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* Need not be completed if Existing Debentures are being tendered by
book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Existing Debentures represented by the Existing
Debentures indicated in this column. See Instruction 4. Existing Debentures
tendered hereby must be in denominations of $1,000 or any integral multiple
thereof.
[ ] CHECK HERE IF TENDERED EXISTING DEBENTURES ARE BEING DELIVERED BY BOOK
ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
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DTC Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED EXISTING DEBENTURES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED EXISTING DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Eligible Institution which Guaranteed Delivery
--------------------
If Guaranteed Delivery is to be Made by Book-Entry Transfer:
Name of Tendering Institution
---------------------------------------------
DTC Account Number
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Transaction Code Number
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.*
Name:
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Address:
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* You are entitled to as many copies as you reasonably believe necessary.
If you require more than 10 copies, please indicate the total number
required in the following space:
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Tech Data the principal amount of
Existing Debentures indicated above, upon the terms and subject to the
conditions of the exchange offer. Subject to and effective upon the acceptance
for exchange of all or any portion of the Existing Debentures tendered herewith
in accordance with the terms and conditions of the exchange offer, including, if
the exchange offer is extended or amended, the terms and conditions of any such
extension or amendment, the undersigned hereby irrevocably sells, assigns and
transfers to or upon the order of Tech Data all right, title and interest in and
to such Existing Debentures.
The undersigned hereby irrevocably constitutes and appoints the exchange
agent as its agent and attorney-in-fact (with full knowledge that the exchange
agent is also acting as agent of Tech Data in connection with the exchange offer
and as trustee under the indenture governing the Existing Debentures and the New
Debentures) with respect to the tendered Existing Debentures, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus, to (1) deliver certificates representing such Existing
Debentures, together with all accompanying evidences of transfer and
authenticity, to or upon the order of Tech Data upon receipt by the exchange
agent, as the undersigned's agent, of the New Debentures to be issued in
exchange for such Existing Debentures; (2) present certificates for such
Existing Debentures for transfer and to transfer the Existing Debentures on the
books of Tech Data; and (3) receive for the account of Tech Data all benefits
and otherwise exercise all rights of beneficial ownership of such Existing
Debentures, all in accordance with the terms and conditions of the exchange
offer.
The undersigned hereby represents and warrants that: (1) the undersigned
has full power and authority to tender, exchange, sell, assign and transfer the
Existing Debentures tendered hereby; (2) Tech Data will acquire good, marketable
and unencumbered title to the tendered Existing Debentures, free and clear of
all liens, restrictions, charges and other encumbrances; and (3) the Existing
Debentures tendered hereby are not subject to any adverse claims or proxies. The
undersigned warrants and agrees that the undersigned will, upon request, execute
and deliver any additional documents requested by Tech Data or the exchange
agent to complete the exchange, sale, assignment and transfer of the Existing
Debentures tendered hereby. The undersigned agrees to all of the terms and
conditions of the exchange offer.
The name(s) and address(es) of the registered holder(s) of the Existing
Debentures tendered hereby should be printed above, if they are not already set
forth above, as they appear on the certificates representing such Existing
Debentures. The certificate number(s) and the Existing Debentures that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Existing Debentures are not exchanged pursuant to the
exchange offer for any reason, or if certificates are submitted for more
Existing Debentures than are tendered or accepted for exchange, certificates for
such nonexchanged or nontendered Existing Debentures will be returned, or, in
the case of Existing Debentures tendered by book-entry transfer, such Existing
Debentures will be credited to an account maintained at DTC, without expense to
the tendering holder, promptly following the expiration or termination of the
exchange offer.
The undersigned understands that tenders of Existing Debentures pursuant to
any one of the procedures described in "The Exchange Offer--Procedures for
Tendering Existing Debentures" in the Prospectus and in the instructions
attached hereto will, upon Tech Data's acceptance for exchange of such tendered
Existing Debentures, constitute a binding agreement between the undersigned and
Tech Data upon the terms and subject to the conditions of the exchange offer set
forth in the Prospectus and this Letter of Transmittal and that the tendering
holder will be deemed to have waived the right to receive any payment in respect
of interest or otherwise on such Existing Debentures accrued up to the date of
issuance of the New Debentures. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, Tech Data may not be required to
accept for exchange any of the Existing Debentures tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Debentures be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Existing Debentures, that such New Debentures be credited to the
account indicated above maintained at DTC. If applicable, substitute
certificates representing Existing Debentures not exchanged or not accepted for
exchange will be issued to the undersigned or, in
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the case of a book-entry transfer of Existing Debentures, will be credited to
the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions," the undersigned hereby directs
that the New Debentures be delivered to the undersigned at the address shown
below the undersigned's signature. The undersigned recognizes that Tech Data has
no obligation pursuant to "Special Delivery Instructions" to transfer any
Existing Debentures from a registered holder thereof if Tech Data does not
accept for exchange any of the principal amount of such Existing Debentures so
tendered.
By tendering Existing Debentures and executing this Letter of Transmittal,
the undersigned, if not a participating broker-dealer, as defined below, hereby
represents that (1) the New Debentures acquired in the exchange offer are being
obtained in the ordinary course of business of the person receiving the New
Debentures, whether or not that person is the holder; (2) neither the holder nor
any other person receiving the New Debentures is engaged in, intends to engage
in or has an arrangement or understanding with any person to participate in a
"distribution" (as defined under the Securities Act) of the New Debentures; and
(3) neither the holder nor any other person receiving the New Debentures is an
"affiliate" (as defined under the Securities Act) of Tech Data.
If the holder or other person is an "affiliate" of Tech Data or is engaged
in, intends to engage in or has an arrangement or understanding with any person
to participate in a "distribution," the holder or such other person, as the case
may be, hereby represents and agrees that it may not rely on the applicable
interpretations of the staff of the SEC and that it will comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
All authority conferred or agreed to be conferred herein and every
obligation of the undersigned under this Letter of Transmittal shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the Prospectus under the caption
"The Exchange Offer--Withdrawal Rights," this tender is irrevocable.
The undersigned, by completing the box entitled "Description of Existing
Debentures" above and signing this Letter of Transmittal, will be deemed to have
tendered the Existing Debentures as set forth in such box.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTIONS 2 AND 6)
PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 13
OR A FORM W-8; SEE INSTRUCTION 10)
SIGNATURE(s) OF HOLDER(s)
Date:
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(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Existing Debentures tendered or on a security position
listing or by person(s) authorized to become the registered holder(s) by
certificates and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 6.)
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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Area Code and Telephone No.:
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Taxpayer Identification Number of Holder:
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2)
Authorized Signature:
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Name:
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(PLEASE TYPE OR PRINT)
Title:
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone No.:
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Date:
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SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--
SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if New Debentures or Existing Debentures not tendered
or not accepted are to be issued in the name of someone other than the
registered holder(s) of the Existing Debentures whose signature(s) appear(s)
above, or if Existing Debentures delivered by book-entry transfer and not
accepted for exchange are to be returned for credit to an account maintained at
DTC other than the account indicated above.
Issue (check appropriate box(es))
[ ] Existing Debentures to:
[ ] New Debentures to:
Name
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(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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TAXPAYER IDENTIFICATION NUMBER
[ ] Credit unaccepted Existing Debentures tendered by book-entry transfer to
the following account at DTC:
SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--
SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if New Debentures or Existing Debentures not tendered
or not accepted are to be sent to someone other than the registered holder(s) of
the Existing Debentures whose signature(s) appear(s) above, or to such
registered holder at an address other than that shown above.
Deliver (check appropriate box(es))
[ ] Existing Debentures to:
[ ] New Debentures to:
Name
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(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by a holder of Existing
Debentures to tender such holder's Existing Debentures either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering Existing
Debentures--Tender of Existing Debentures Held through DTC" and an agent's
message, as defined on page 1 hereof, is not delivered. Certificates or
book-entry confirmation of transfer of Existing Debentures into the exchange
agent's account at DTC, as well as this Letter of Transmittal or a facsimile
hereof, properly completed and duly executed, with any required signature
guarantees, and any other documents, such as endorsements, bond powers, opinions
of counsel, certifications and powers of attorney, if applicable, required by
this Letter of Transmittal, must be received by the exchange agent at its
address set forth herein on or prior to the expiration date. If the tender of
Existing Debentures is effected in accordance with applicable ATOP procedures
for book-entry transfer, an agent's message may be transmitted to the exchange
agent in lieu of an executed Letter of Transmittal. Existing Debentures may be
tendered in whole or in part in integral multiples of $1,000.
For purposes of the exchange offer, the term "HOLDER" includes any
participant in DTC named in a securities position listing as a holder of
Existing Debentures. Only a holder of record may tender Existing Debentures in
the exchange offer. Any beneficial owner of Existing Debentures who wishes to
tender some or all of such Existing Debentures should arrange with DTC, a DTC
participant or the record owner of such Existing Debentures to execute and
deliver this Letter of Transmittal or to send an electronic instruction
effecting a book-entry transfer on his or her behalf. See Instruction 6.
Holders who wish to tender their Existing Debentures and (i) whose
certificates for the Existing Debentures are not immediately available or for
whom all required documents are unlikely to reach the exchange agent on or prior
to the expiration date; or (ii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Existing Debentures
by properly completing and duly executing a notice of guaranteed delivery
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Guaranteed Delivery Procedures." Pursuant to
such procedures: (i) such tender must be made by or through an eligible
institution; (ii) a properly completed and duly executed notice of guaranteed
delivery, substantially in the form made available by Tech Data, must be
received by the exchange agent on or prior to the expiration date; and (iii) the
certificates for the Existing Debentures, or a book-entry confirmation, together
with a properly completed and duly executed Letter of Transmittal or a facsimile
hereof, or an agent's message in lieu thereof, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the exchange agent within three trading days on The Nasdaq
National Market after the date of execution of such notice of guaranteed
delivery for all such tendered Existing Debentures, all as provided in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
The notice of guaranteed delivery may be delivered by hand, facsimile, mail
or overnight delivery to the exchange agent, and must include a guarantee by an
eligible institution in the form set forth in such notice of guaranteed
delivery. For Existing Debentures to be properly tendered pursuant to the
guaranteed delivery procedure, the exchange agent must receive a notice of
guaranteed delivery on or prior to the expiration date. As used herein,
"ELIGIBLE INSTITUTION" means a firm or other entity which is identified as an
"Eligible Guarantor Institution" in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, including: a bank; a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; a credit
union; a national securities exchange, registered securities association or
clearing agency; or a savings association.
THE METHOD OF DELIVERY OF CERTIFICATES FOR THE EXISTING DEBENTURES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND
SOLE RISK OF THE TENDERING HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. NO LETTERS OF
TRANSMITTAL OR EXISTING DEBENTURES SHOULD BE SENT DIRECTLY TO TECH DATA.
DELIVERY IS COMPLETE WHEN THE EXCHANGE AGENT ACTUALLY RECEIVES THE ITEMS TO BE
DELIVERED. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
Tech Data will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal or a
facsimile hereof or by causing the transmission of an agent's message, waives
any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES.
No signature guarantee on this Letter of Transmittal is required if:
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a. Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC whose
name appears on a security position listing as the owner of the Existing
Debentures) of Existing Debentures tendered herewith, unless such holder has
completed either the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above; or
b. such Existing Debentures are tendered for the account of a firm that
is an eligible institution.
In all other cases, an eligible institution must guarantee the signature(s) on
this Letter of Transmittal. See Instruction 6.
3. INADEQUATE SPACE.
If the space provided in the box captioned "Description of Existing
Debentures" is inadequate, the certificate number(s), the type of Existing
Debenture, and/or the principal amount of Existing Debentures and any other
required information should be listed on a separate, signed schedule which is
attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all the Existing Debentures evidenced by any certificate
submitted are to be tendered, fill in the principal amount of Existing
Debentures which are to be tendered in the "Principal Amount Tendered" column of
the box entitled "Description of Existing Debentures" on page 3 of this Letter
of Transmittal. In such case, new certificate(s) for the remainder of the
Existing Debentures that were evidenced by old certificate(s) will be sent only
to the holder of the Existing Debentures as promptly as practicable after the
expiration date. All Existing Debentures represented by certificates delivered
to the exchange agent will be deemed to have been tendered unless otherwise
indicated. Tender of Existing Debentures will be accepted only in integral
multiples of $1,000.
5. WITHDRAWAL RIGHTS.
Except as otherwise provided herein, tenders of Existing Debentures may be
withdrawn at any time on or prior to the expiration date. In order for a
withdrawal to be effective on or prior to that time, a written notice of
withdrawal must be timely received by the exchange agent at its address set
forth above and in the Prospectus on or prior to the expiration date. Any such
notice of withdrawal must specify the name of the person who tendered the
Existing Debentures to be withdrawn, identify the Existing Debentures to be
withdrawn, including the total principal amount of Existing Debentures to be
withdrawn, and where certificates for Existing Debentures are transmitted, the
name of the registered holder of the Existing Debentures, if different from that
of the person withdrawing such Existing Debentures. If certificates for the
Existing Debentures have been delivered or otherwise identified to the exchange
agent, then the tendering holder must submit the serial numbers of the Existing
Debentures to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an eligible institution, except in the case of Existing Debentures
tendered for the account of an eligible institution. If Existing Debentures have
been tendered pursuant to the procedures for book-entry transfer set forth in
the Prospectus under the caption "The Exchange Offer--Procedures for Tendering
Existing Debentures--Tender of Existing Debentures Held Through DTC," the notice
of withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawn Existing Debentures and the notice of withdrawal
must be delivered to the exchange agent. Withdrawals of tenders of Existing
Debentures may not be rescinded; however, Existing Debentures properly withdrawn
may again be tendered at any time on or prior to the expiration date by
following any of the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering Existing Debentures."
All questions regarding the form of withdrawal, validity, eligibility,
including time of receipt, and acceptance of withdrawal notices will be
determined by Tech Data, in its sole discretion, which determination of such
questions and interpretation of the terms and conditions of the exchange offer
will be final and binding on all parties. Neither Tech Data, any of its
affiliates or assigns, the exchange agent nor any other person is under any
obligation to give notice of any irregularities in any notice of withdrawal, nor
will they be liable for failing to give any such notice.
Withdrawn Existing Debentures will be returned to the holder after
withdrawal. Existing Debentures tendered by book-entry transfer through DTC that
are withdrawn will be credited to an account maintained with DTC. The Existing
Debentures will be returned or credited to the account maintained at DTC
promptly after withdrawal. Any Existing Debentures which have been tendered for
exchange but which are withdrawn will be returned to the holder thereof without
cost to such holder.
6. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Existing Debentures tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any Existing Debentures tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
9
If any tendered Existing Debentures are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate letters of transmittal or facsimiles hereof as there are different
registrations of certificates.
If this Letter of Transmittal, any certificates or bond powers or any other
document required by the Letter of Transmittal 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 Tech Data, must
submit proper evidence satisfactory to Tech Data, in its sole discretion, of
each such person's authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Existing Debentures listed and transmitted hereby, no endorsement(s) of
certificate(s) or separate bond power(s) are required unless New Debentures are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an
eligible institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Existing Debentures listed, the certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as Tech Data or the trustee under the indenture may require in accordance with
the restrictions on transfer applicable to the Existing Debentures. Signatures
on such certificates or bond powers must be guaranteed by an eligible
institution.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If New Debentures are to be issued in the name of a person other than the
signer of this Letter of Transmittal, or if New Debentures are to be sent to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. In the case of issuance in a different name, the U.S.
taxpayer identification number of the person named must also be indicated. A
holder of Existing Debentures tendering Existing Debentures by book-entry
transfer may instruct that Existing Debentures not exchanged be credited to such
account maintained at DTC as such holder may designate. If no such instructions
are given, certificates for Existing Debentures not exchanged will be returned
by mail to the address of the signer of this Letter of Transmittal or, if the
Existing Debentures not exchanged were tendered by book-entry transfer, such
Existing Debentures will be returned by crediting the account indicated on page
3 above maintained at DTC. See Instruction 6.
8. IRREGULARITIES.
Tech Data will resolve, in its sole discretion, all questions regarding the
form of documents, validity, eligibility, including time of receipt, and
acceptance for exchange of any tendered Existing Debentures, which determination
and interpretation of the terms and conditions of the exchange offer, including
this Letter of Transmittal and the instructions hereto, will be final and
binding on all parties. Tech Data reserves the absolute right, in its sole and
absolute discretion, to reject any tenders determined to be in improper form or
the acceptance of which, or exchange for which, may, in the view of counsel to
Tech Data be unlawful. Tech Data also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the exchange offer set forth
in the Prospectus under the caption "The Exchange Offer--Conditions for
Completion of the Exchange Offer" or any condition or irregularity in any tender
of Existing Debentures by any holder, whether or not it waives similar
conditions or irregularities in the case of other holders. In the event Tech
Data waives a condition, it will be deemed waived for all holders of Existing
Debentures. A tender of Existing Debentures is invalid until all defects and
irregularities have been cured or waived. Neither Tech Data, any of its
affiliates or assigns, the exchange agent nor any other person is under any
obligation to give notice of any defects or irregularities in tenders nor will
they be liable for failure to give any such notice.
9. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the exchange agent
at its address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Letter of Transmittal, the
notice of guaranteed delivery and Forms W-8 (as defined in Instruction 10) may
be obtained from the exchange agent at the address and telephone/facsimile
numbers indicated above, or from your broker, dealer, commercial bank, trust
company or other nominee.
10. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8.
Under the United States federal income tax laws, interest paid to holders
of New Debentures received pursuant to the exchange offer may be subject to
backup withholding. Generally, such payments will be subject to backup
withholding unless the holder (i) is exempt from backup withholding or (ii)
furnishes the payer with its correct taxpayer identification number ("TIN"),
certifies that the number provided is correct and further certifies that such
holder is a U.S. person (as defined for U.S. federal income tax purposes) and
that such holder is not subject to backup withholding as a result of a failure
to report all interest or dividend income. Each holder that wants to avoid
backup withholding should provide the exchange agent with such holder's correct
TIN (or certify that such holder is awaiting a TIN) and certify that such holder
is not subject to backup withholding by completing Substitute Form W-9 below.
10
Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements may be obtained from the exchange agent. Exempt holders (other than
foreign persons), while not required to file Substitute Form W-9, should file
Substitute Form W-9 and write "exempt" on its face to avoid possible erroneous
backup withholding. Foreign persons not subject to backup withholding should
complete and submit to the exchange agent a Form W-8 BEN (Certificate of Foreign
Status of Beneficial Owner For United States Tax Withholding), and/or other
applicable Form(s) W-8 (and any other required certifications), instead of the
Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, Tech Data may be required to withhold at the
applicable rate on interest payments made to a holder of New Debentures. Backup
withholding is not an additional tax. Rather, the amount of backup withholding
is treated, like any other withheld amounts, as an advance payment of a tax
liability, and a holder's U.S. federal income tax liability will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding with respect to interest payments on the New
Debentures, a holder should notify the exchange agent of its correct TIN by
completing the Substitute Form W-9 below and certifying on Substitute Form W-9
that the TIN provided is correct (or that the holder is awaiting a TIN). In
addition, a holder is required to certify on Substitute Form W-9 that (i) it is
exempt from backup withholding, or (ii) it is not subject to backup withholding
due to Existing under reporting of interest or dividend income, or (iii) the
Internal Revenue Service (the "IRS") has notified the holder that the holder is
no longer subject to backup withholding.
What Number to Give the Exchange Agent
To avoid backup withholding with respect to interest payments on the New
Debentures, a holder is required to give the exchange agent the TIN of the
registered holder of the New Debentures. If such registered holder is an
individual, the TIN is the taxpayer's social security number. For most other
entities, the TIN is the employer identification number. If the New Debentures
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Request for Taxpayer Identification Number and
Certification on Substitute Form W-9 for additional guidelines on what number to
report. If the exchange agent is provided with an incorrect TIN, the holder may
be subject to a $50 penalty imposed by the IRS.
11. WAIVER OF CONDITIONS.
Tech Data reserves the absolute right to waive satisfaction of any or all
conditions, completely or partially, enumerated in the Prospectus.
12. NO CONDITIONAL TENDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Existing Debentures, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of
Existing Debentures for exchange.
Neither Tech Data, the exchange agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Existing
Debentures nor shall any of them incur any liability for failure to give any
such notice.
13. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES.
If any certificate(s) representing Existing Debentures have been mutilated,
lost, destroyed or stolen, the holder should promptly notify the exchange agent.
The holder will then be instructed as to the steps that must be taken in order
to replace the certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or stolen
certificate(s) have been followed.
14. TAXES.
Except as provided below, holders who tender their Existing Debentures for
exchange will be obligated to pay any applicable transfer taxes in connection
therewith. Furthermore, if however, (i) New Debentures are to be delivered to,
or are to be issued in the name of, any person other than the registered holder
of the Existing Debentures tendered; (ii) tendered Existing Debentures are
registered in the name of any person other than the person signing this Letter
of Transmittal; or (iii) a transfer tax is imposed for any reason other than the
exchange of Existing Debentures in connection with the exchange offer, then the
amount of any such transfer tax (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder
11
or such other person. The exchange agent must receive satisfactory evidence of
the payment of such taxes or exemption therefrom or the amount of such transfer
taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 14, it is not necessary for transfer
tax stamps to be affixed to the Existing Debentures specified in this Letter of
Transmittal.
15. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter of Transmittal shall be deemed to be incorporated in any tender
of Existing Debentures by any DTC participant effected through procedures
established by DTC and, by virtue of such tender, such participant shall be
deemed to have acknowledged and accepted this Letter of Transmittal on behalf of
itself and the beneficial owners of any Existing Debentures so tendered.
[Enlarge/Download Table]
REQUESTER'S NAME: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
Name:
-------------------------------------------------------------------------
SUBSTITUTE FORM W-9 Please check the appropriate box:
[ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership [ ] Other
------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 1--PLEASE PROVIDE YOUR TIN IN Social Security number or Employer
INTERNAL REVENUE SERVICE PAYER'S THE BOX AT RIGHT AND CERTIFY BY identification number
number REQUEST FOR TAXPAYER SIGNING AND DATING BELOW.
IDENTIFICATION NUMBER ("TIN")
----------------------------------
PART 2--Certification Under Penalties of
Perjury, I certify that: (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 (2) I am
not subject to backup withholding either
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 failure
to report all interest or dividends, or
(c) the IRS has notified me that I am no
longer subject to backup withholding; and
(3) I am a U.S. person (as defined for
United States federal income tax purposes).
------------------------------------------------------------------------------
Certification Instructions--You must
cross out item (2) in Part 2 above if PART 3 Awaiting TIN
you have been notified by the IRS
that you are currently subject to
backup withholding because of
underreporting interest or dividends
on your tax return. However, if after
being notified by the IRS that you
were subject to backup withholding,
you received another notification
from the IRS stating that you are no
longer subject to backup withholding,
do not cross out item (2).
SIGNATURE DATE , 2004
---------------------------------------------------------------------- ----------
NAME
--------------------------------------------------------------------------------------------------------------
ADDRESS CITY STATE ZIP CODE
----------------------------- ----------------------- -------------- ----------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING ON A PORTION OF PAYMENTS MADE TO YOU, INCLUDING FUTURE
INTEREST PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED "AWAITING TIN" IN
PART 3 OF THIS SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under 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 Officer 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, a portion of all
reportable payments may be withheld until I provide a certified taxpayer
identification number.
Signature Date , 2004
---------------------------------------- --------------
12
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give to
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. All "Section" references are to the Internal Revenue
Code of 1986, as amended. "IRS" is the Internal Revenue Service.
[Enlarge/Download Table]
For this type of account: Give the name and social
security number of--
---------------------------------------------------------- -----------------------------------------------------
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(1)
3. Custodian account of a minor (Uniform Gift to Minors The minor(2)
Act)
4. a. The usual revocable savings trust account (grantor The grantor-trustee(1)
is also trustee)
b. So-called trust account that is not a legal or The actual owner(1)
valid trust under state law
5. Sole proprietorship The owner(3)
For this type of account: Give the name and employer identification
number of--
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension trust The legal entity(4)
8. Corporate The corporation
9. Association, club, religious, charitable, The organization
educational, or other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district, or prison) that
receives agricultural program payments
1 List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2 Circle the minor's name and furnish the minor's social security number.
3 You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
4 List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number 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.
14
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Security Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX FORM or visiting the IRS's
Internet website at www.irs.gov, and apply for a number.
If you do not have a taxpayer identification number, write "Applied For" in
the space for the taxpayer identification number, sign and date the form, and
return 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 taxpayer identification number and give it to the payer before you
are subject to backup withholding. Other payments are subject to backup
withholding without regard to the 60-day rule until you provide your taxpayer
identification number.
NOTE: Checking "Awaiting TIN" means that you have already applied for a
taxpayer identification number or that you intend to apply for one soon.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
o An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section
403(b)(7), if the account satisfies the requirements of Section
401(f)(2).
o The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision, agency,
or instrumentality of any one or more of the foregoing.
o An international organization or any agency or instrumentality
thereof.
o A foreign government or any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A middleman known in the investment community as a nominee or
custodian.
o A futures commission merchant registered with the Commodity Futures
Trading Commission.
o A foreign central bank of issue.
o A trust exempt from tax under Section 664 or described in Section
4947.
Payments of interest generally exempt from backup withholding include:
o Payments of interest on obligations issued by individuals. Note: You
will be subject to information reporting if this interest is $600 or
more and may be subject to backup withholding if you have not provided
your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid to you.
15
Certain payments, other than payments of interest, that are exempt from
information reporting are also exempt from backup withholding. For details, see
Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the
regulations under those Sections.
EXEMPT PAYEES DESCRIBED ABOVE MUST PROVIDE FORM W-9 OR A SUBSTITUTE FORM
W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct
taxpayer identification number to the payer, who must report the payments to the
IRS. The IRS uses the numbers for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold a percentage of
taxable interest, dividends, 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) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish
your taxpayer identification number to the 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 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
times and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
[GRAPHIC OMITTED][GRAPHIC OMITTED]
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET, 10TH FLOOR
NEW YORK, NY 10004
BANKS AND BROKERAGE FIRMS PLEASE CALL: (212) 440-9800
ALL OTHERS CALL TOLL-FREE: (866) 873-6991
E-MAIL: TECHDATA@GSCORP.COM
16
Dates Referenced Herein and Documents Incorporated by Reference
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