(a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
HITOX CORPORATION OF AMERICA
Pursuant to the Offer to Purchase
Dated March 23, 1999
of
▇▇▇▇▇▇▇ ACQUISITION LLC
____________________________________________________________________________________________________________________________________
THIS OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, 0N MONDAY, APRIL 19, 1999 UNLESS THE OFFER IS EXTENDED.
____________________________________________________________________________________________________________________________________
The Depositary for the Offer is:
Founders Equity Group, Inc.
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
Tender & Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ For Confirmation Telephone: Dallas, Texas 75204
(▇▇▇) ▇▇▇-▇▇▇▇
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER
OF TRANS- MITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-
9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANASMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
____________________________________________________________________________________________________________________________________
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Certificate(s))
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
DESCRIPTION OF SHARES TENDERED
Certificate(s) Tendered
(Attach Additional List if Necessary)
____________________________________________________________________________________________________________________________________
Total Number of Shares
Certificate Numbers(s)* Represented by Certificate(s)** Number of Shares Tendered**
____________________________________________________________________________________________________________________________________
Total Shares....................................................................
____________________________________________________________________________________________________________________________________
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Share evidenced by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
This Letter of Transmittal is to be completed by stockholders of Hitox
Corporation of America (the "Company") if certificates representing Shares (as
defined below) ("Share Certificates") are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase (as defined below) is
utilized, if delivery of Shares is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer")
pursuant to the procedures set forth in Section 3 of the Offer to Purchase.
Stockholders whose Share Certificates are not immediately available or
who cannot deliver their Share Certificates and all other documents required
hereby to the Depositary prior to the Expiration Date (as defined in the Offer
to Purchase), or who cannot comply with the book-entry transfer procedures on a
timely basis, may nevertheless tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of documents to the Book-Entry Transfer Facility in
accordance with such Book-Entry Transfer Facility's procedures does not
constitute deliver to the Depositary.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution___________________________________________________
Account Number ________________________________________________________________
Transaction Code Number_________________________________________________________
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) _______________________________________________
Window Ticket No. (if any) ____________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution which Guaranteed Deliver __________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to ▇▇▇▇▇▇▇ Acquisition LLC, a Delaware
limited liability company ("the Purchaser") the above-described shares of Common
Stock, par value $.025 per share (the "Shares"), of Hitox Corporation of
America, a Delaware corporation (the "Company"), pursuant to Purchaser's offer
to purchase any and up to 1,000,000 Shares at a purchase price of $2.50 per
Share (the "Offer Price"), net to the seller in cash, without interest thereon,
upon terms and subject to the conditions set forth in the Offer to Purchase,
dated March 23, 1999 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer
to Purchase, as each may be amended and supplemented from time to time,
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Purchaser all right, title and interest in and to all the
Shares that are being tendered hereby and any and all other Shares or other
securities issued or issuable in respect thereof on or after March 23, 1999 (a
"Distribution") and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
Shares Certificates (and any Distributions), or transfer ownership of such
Shares (and any Distributions) on the account books maintained by the Book-Entry
Transfer Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Purchaser, (b) present
such Shares (and any Distributions) for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints designees of the Purchaser
as the attorneys and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in such
manner as each such attorney and proxy or his substitute shall in his sole
judgment deem proper, with respect to all of the Shares tendered hereby which
have been accepted for payment by the Purchaser prior to the time of any vote or
other action (and any Distributions), at any meeting of stockholders of the
Company (whether annual or special and whether or not an adjourned meeting) or
otherwise. This power of attorney and proxy are irrevocable, are coupled with an
interest in the Shares tendered hereby, and are granted in consideration of, and
effective upon, the acceptance for payment of such Shares by the Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall revoke
any other proxy or written consent granted by the undersigned at any time with
respect to such Shares (and any Distributions), and no subsequent proxies will
be given or written consents executed by the undersigned (and if given or
executed, will not be deemed effective).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions), the tender of the Shares tendered
hereby complies with Rule 14e-4 of the Securities and Exchange Act of 1934, as
amended, and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby (and
any Distributions). 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, successors and assigns of the undersigned. Except as stated in
the Offer, this tender is irrevocable.
The undersigned understands that if more than 1,000,000 Shares are
validly tendered prior to the expiration of the Offer and not validly withdrawn
in accordance with Section 3 of the Offer to Purchase, Shares so tendered and
not validly withdrawn shall be accepted for payment on a pro rata basis, with
adjustments to avoid purchases of fractional Shares, based upon the number of
Shares validly tendered and not withdrawn by the Expiration Date.
The undersigned understands that the tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that no interest will be paid on the Offer Price for
tendered Shares regardless of any extension of the Offer or any delay in making
such payment.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of any Shares
purchased, and return any Share Certificates evidencing any Shares not tendered
or not purchased, in the name (s) of the undersigned (and, in the case of Shares
tendered by book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail the check for the purchase price of
any Shares purchased and return any Share Certificates evidencing any Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that the boxes entitled "Special Payment Instructions" and "Special
Delivery Instructions" are both completed, please issue the check for the
purchase price of any Shares purchased and return any Share Certificates
evidencing any Shares not tendered or not purchased in the name(s) of, and mail
said check and Share to, the person(s) so indicated. The undersigned
acknowledges that the Purchaser has no obligation, pursuant to the "Special
Payment Instructions", to transfer any Shares from the name of the registered
holder(s) thereof if the Purchaser does not accept for payment any of the Shares
so tendered.
____________________________________________________________________________________________________________________________________
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1,5,6 and 7) (See Instructions 1,5,6 and 7)
To be completed ONLY if the check for the To be completed ONLY if the check for the
purchase price of Shares purchased or certificates purchase price of Shares purchased or certificates
evidencing Shares not tendered or not purchased are evidencing Shares not tendered or not purchased are
to be issued issued in the name of someone other to be mailed to someone other than the undersigned,
than the undersigned, or if Shares tendered hereby or to the undersigned at an address other than that
and delivered by book-entry transfer which are not shown under the undersigned's signature.
purchased are to be returned by credit to an account
at the Book-Entry Transfer Facility other than that Issue: [ ] check [ ] Share Certificate(s) to:
designated above. Name:______________________________________________
(Please Print)
Issue: [ ] check [ ] Share Certificate(s) to: Address:___________________________________________
Name:______________________________________________ ___________________________________________________
(Please Print) (Zip Code)
Address:___________________________________________ ___________________________________________________
___________________________________________________ (Taxpayer Identification or Social Security Number)
(Zip Code) (See Substitute Form W-9 below)
___________________________________________________
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 on reverse side)
[ ] Credit Shares delivered by book-entry transfer
and not purchased to the account set forth
below:
Account Number ___________________________________
IMPORTANT
STOCKHOLDERS: SIGN HERE
(Please complete Substitute Form W-9)
====================================================================================================================================
(Signature(s) of Holder(s))
Dated: ____________________, 1999
(Must be signed by the registered holder(s) exactly as such holder(s) name(s) appear(s) on the Share Certificate(s) or on a
security position listing or by a person(s) authorized to become the registered holder(s) of such Share Certificate(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 5.)
Name(s): __________________________________________________________________________________________________________________________
(Please Print)
Capacity (full title): ____________________________________________________________________________________________________________
Address: __________________________________________________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ______________________________________________________________________________________________________
Taxpayer Identification or Social Security No.:____________________________________________________________________________________
(See Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature: _____________________________________________________________________________________________________________
Name: _____________________________________________________________________________________________________________________________
(Please Type or Print)
Title: ____________________________________________________________________________________________________________________________
Name of Firm: _____________________________________________________________________________________________________________________
Address: __________________________________________________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ______________________________________________________________________________________________________
Dated: _________________________, 1999
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity
which is a member in good standing of the Securities Transfer Agents
Medallion Program or by any other bank, broker, dealer, credit union,
savings association or other entity which is an "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each of the foregoing
constituting an "Eligible Institution"), unless the Shares tendered
thereby are tendered (i) by a registered holder of Shares who has not
completed either the box labeled "Special Payment Instructions" or the
box labeled "Special Delivery Instructions" on this Letter of
Transmittal or (ii) for the account of an Eligible Institution. See
Instruction 5. If Share Certificates are registered in the name of a
person or persons other than the signer of this Letter of Transmittal,
or if payment is to be made or delivered to, or certificates evidencing
unpurchased Shares are to be issued or returned to, a person other than
the registered owner or owners, then the tendered Share Certificates
must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name or names of the registered owner
or owners appear on the Share Certificates, with the signatures on the
Share Certificates or stock powers guaranteed by an Eligible
Institution as provided herein. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This Letter
of Transmittal is to be used if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if the delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as aproperly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof)
and any other documents required by this Letter of Transmittal, or an
Agent's Message in the case of a book-entry transfer, must be received
by the Depositary at one of its addresses set forth on the front page
of this Letter of Transmittal by the Expiration Date (as defined in the
Offer to Purchase). Stockholders who cannot deliver their Share
Certificates and all other required documents to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through
an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration
Date; and (c) Share Certificates for all tendered Shares, in proper
form for tender, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, as well as a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile
thereof), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three Nasdaq
Stock Market trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQURIED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. By
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), all tendering stockholders waive any right to receive any notice of
the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares should be listed on a
separate schedule attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by
book-entry transfer). If fewer than all of the Shares represented by
any Share Certificate delivered to the Depositary are to be tendered,
fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered." In such case, a new Share
Certificate for the remainder of the Shares represented by the old
Share Certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by Share
Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. Signatures on Letter of transmittal; Stock Powers and Endorsements. If
this Letter of transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificate(s) without
alteration, enlargement or any other change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names
on different Share Certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of Share Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of Share Certificate(s) or separate
stock powers are required, unless payment of the purchase price is to be made,
or Share Certificate(s) evidencing Shares not tendered or not purchased are to
be returned, in the name of any person other than the registered holder(s).
Signatures on any such Share Certificate(s) or stock powers must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby 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 such Share Certificate(s). Signature(s) on any
such Share Certificate(s) or stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate 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 should so indicate when signing and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to
be made to, or Share Certificates evidencing Shares not tendered or not
purchased are to be returned in the name of, any person other than the
registered holder(s) of such Shares, then the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificate(s) listed in
this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Shares purchased is to be issued, or any Share
Certificate(s) evidencing Shares not tendered or not purchased are to
be returned, in the name of a person other than the person(s) signing
this Letter of Transmittal or if the check or any Share Certificate(s)
evidencing Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address other
than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by
book-entry transfer may request that Shares not purchased be credited
to such account at any of the Book-Entry Transfer Facilities as such
stockholder may designate in the box entitled "Special Payment
Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry
Transfer Facilities designated above.
8. Substitute Form W-9. The tendering holder of Shares is required to
provide the Depositary with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9, which is provided
below, unless an exemption applies. In the case of any holder who has
completed the box entitled "Special Payment Instructions," however, the
correct TIN on Substitute Form W-9 should be provided for the recipient
of the payment pursuant to such instructions. Failure to provide the
information on the Substitute Form W-9 may subject the tendering holder
of Shares to 31% federal income tax backup withholding on the payment
of the purchase price of the Shares.
9. Questions and Requests for Assistance or Additional Copies. Questions
and requests for assistance may be directed to the Information Agent
and Depositary at the address and telephone number set forth on the
back cover of the Offer to Purchase. Additional copies of the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other related materials may be obtained from the Information Agent
or from brokers, dealers, commercial banks and trust companies.
THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE COPY HEREOF
(TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO
PURCHASE.)
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder of Shares whose tendered
Shares are accepted for payment is required by law to provide the Depositary (as
payer) with such holder's correct TIN on Substitute Form W-9 Below. The holder
of Shares must also state that (i) such holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified such holder that such holder is no longer subject
to back withholding. If the Depositary is not provided with the correct TIN,
payments made to such holder may be subject to 31% backup withholding.
Certain holders of Shares (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement, signed under
penalties of perjury, attesting to such individual's exempt status. Forms of
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the holder of Shares. Backup withholding is not an
additional tax. Rather, the tax withheld pursuant to backup withholding rules
will be available as a credit against such holder's tax liabilities. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
What Number to Give the Depositary
If the holder of Shares is an individual, the correct TIN is his or her
social security number. In other cases, the correct TIN may be the employer
identification number of the record holder of the Shares tendered hereby. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering holder of Share has not been issued a TIN and has applied for a
number in the near future, the holder should write "Applied For" in the space
provided for the TIN in Part II of the Substitute Form W-9, and sign and date
the Substitute Form W-9. If "Applied For" is written in Part III of the
Substitute Form W-9 and the Depositary is not provided with a TIN within thirty
(30) days, the Depositary may withhold 31% of all payments of the purchase price
to such holder until a TIN is provided to the Depositary.
____________________________________________________________________________________________________________________________________
PAYER'S NAME: FOUNDERS EQUITY GROUP, INC.
____________________________________________________________________________________________________________________________________
SUBSTITUTE Part I - Taxpayer Identification
FORM W-9 Number - For all accounts, enter
Department of the Treasury taxpayer identification number in Part III - Social Security Number
Internal Revenue Service the box at right. (For most OR
individuals this is your social Employer Identification Number
Payor's Request for Taxpayer security number. If you do not
Identification No. (TIN) have a number, see Obtaining a __________________________________________
Number in the enclosed
Guidelines.). Certify by signing (If awaiting TIN write "Applied
and dating below. For")
Note: If the account is in more
than one name, see chart in the
enclosed Guidelines to determine
which number to give the payer.
____________________________________________________________________________________________________________________________________
PART II - For Payees exempt from backup withholding, see the enclosed Guidelines
and complete as instructed therein.
____________________________________________________________________________________________________________________________________
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 have not been notified by the Internal Revenue Service (IRS) that I
am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the IRS has not notified
me that I am no longer subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have been notified by the IRS that you are 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 IRS that you were no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
____________________________________________________________________________________________________________________________________
SIGNATURE____________________________________________DATE________________________________
NAME_______________________________________________________________________________________
ADDRESS____________________________________________________________________________________
CITY_____________________________STATE______________________________ZIP____________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR
WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
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 Office or (b)
I intend to mail or deliver an application in the near future. I understand
that, notwithstanding the information I provided in Part III of the Substitute
Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), if I do not provide a correct taxpayer
identification number to the Depositary within thirty (30) days, 31% of all
reportable payments made to me pursuant to the Offer may be withheld.
___________________________________ _____________________________
Signature Date
The Information Agent and Depositary for the Offer is:
Founders Equity Group, Inc.
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