FORM OF ELECTION
Each Stockholder may make an election under the Amended and Restated
Agreement and Plan of Merger and Reorganization dated as of February 13, 1998
(the "Reorganization Agreement"), with respect to shares of common stock
("▇▇▇▇▇▇ Shares") of ▇▇▇▇▇▇ Media Company, a Delaware corporation ("▇▇▇▇▇▇"). To
make the election, the Stockholder must do each of the following:
1. Complete this Form of Election in its entirety (includes all
attached pages).
2. Deliver all stock certificates representing ▇▇▇▇▇▇ Shares
("Certificates") as follows:
(a) all Certificates must be attached to this Form of
Election; OR
(b) Stockholder may attach an appropriate written
guarantee of delivery of Stockholder's Certificates
("Guarantee") from a firm that is a member of a
registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office in
the United States, but all Certificates must in fact
be delivered to ChaseMellon Shareholder Services,
L.L.C. ("ChaseMellon" and sometimes referred to as
the "Exchange Agent") at ChaseMellon's address listed
below within five New York Stock Exchange trading
days after delivery of such Guarantee.
3. Send the completed Form of Election, Certificates (or
Guarantee, if applicable) and any other necessary documents to
one of the following addresses:
To: ChaseMellon Shareholder Services, L.L.C.
If by Mail: If by Hand: If by Overnight Delivery:
---------- ---------- ------------------------
P.O. Box ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.-Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Reorganization Attn: Reorganization Attn: Reorganization
Department Department Department
THE ELECTION WILL NOT BE CONSIDERED UNLESS THIS FORM OF ELECTION (PROPERLY
COMPLETED) AND ALL ATTACHMENTS ARE RECEIVED BY CHASEMELLON BY 5:00 P.M., NEW
YORK CITY TIME, ON MARCH 17, 1998 (THE "ELECTION TIME"). THE DETERMINATION OF
CHASEMELLON AS TO WHETHER OR NOT AN ELECTION HAS BEEN PROPERLY MADE OR REVOKED,
AND WHEN SUCH ELECTION OR REVOCATION WAS RECEIVED, WILL BE BINDING. After you
have reviewed this Form of Election and the Supplemental Instructions included
herein, if you should have any questions about this Form of Election, please
call ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Ltd. at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ & Company Inc. at
(▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇.
---------------------------------------------------------------------------------------------------------
ELECTION
(THE ELECTION WILL BE GRANTED UNLESS PRORATION IS NECESSARY.
SEE JOINT PROXY STATEMENT/PROSPECTUS FOR A DISCUSSION OF PRORATION.)
1. Total number of ▇▇▇▇▇▇ Shares that Stockholder owns................. ---------------------
2. Total number of ▇▇▇▇▇▇ Shares to be converted into New McClatchy
Class A Common Stock (a "Stock Election")........................... ---------------------
3. Total number of ▇▇▇▇▇▇ Shares to be converted into cash
(a "Cash Election") (the sum of 2 plus 3 must equal 1).............. ---------------------
---------------------------------------------------------------------------------------------------------
PLEASE READ AND COMPLETE THE REMAINING PAGES, ALL OF WHICH ARE INCLUDED
IN THE TERMS, CONDITIONS AND REQUIREMENTS OF THIS FORM OF ELECTION
--------------------------------------------------------------------------------
ATTENDANCE AT SPECIAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
[ ] Please check this block only if you are planning to attend the Special
Meeting of Stockholders.
--------------------------------------------------------------------------------
BY DELIVERING CERTIFICATE(S) WITH THIS FORM OF ELECTION, THE REGISTERED HOLDER
OF SUCH CERTIFICATE(S) RELEASES COWLES, ▇▇▇▇▇▇▇▇▇, CHASEMELLON AND THEIR
RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND
REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL
CLAIMS ARISING FROM OR IN CONNECTION WITH THE PURCHASE OR OWNERSHIP OF SUCH
▇▇▇▇▇▇ SHARES OR THE EXCHANGE OF SUCH ▇▇▇▇▇▇ SHARES PURSUANT TO THE
REORGANIZATION AGREEMENT.
----------------------------------------------------------------------------------------------------------------------
BOX A
DESCRIPTION OF CERTIFICATES ATTACHED
(SEE SUPPLEMENTAL INSTRUCTION 4)
-----------------------------------------------------------------------------------------------------------------------
CERTIFICATE NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TOTAL NUMBER OF
NUMBER (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON EACH SHARES REPRESENTED BY
CERTIFICATE(S) REPRESENTING ▇▇▇▇▇▇ SHARES) CERTIFICATE
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
BOX B
[ ] LOST, STOLEN OR DESTROYED CERTIFICATE
If any Certificate you own has been lost, stolen or destroyed, check this box
and see Supplemental Instruction 7 herein. Please fill out the remainder of this
Form of Election and indicate here the number of each lost, stolen or destroyed
Certificate and the number of ▇▇▇▇▇▇ Shares represented by such Certificate:
_____________________________________________________________________________
_____________________________________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
BOX C
CITIZENSHIP OF HOLDER OF ▇▇▇▇▇▇ SHARES
(SEE SUPPLEMENTAL INSTRUCTION 11)
--------------------------------------------------------------------------------
The Stockholder hereby represents that the ▇▇▇▇▇▇ Shares surrendered herewith
are owned by:
[ ] a U.S. Citizen or other U.S. Person; or [ ] a Foreign Person.
--------------------------------------------------------------------------------
The Stockholder hereby represents and warrants that the Stockholder has
full power and authority to complete and deliver this Form of Election and to
surrender the Certificate(s), free and clear of any liens, claims, charges or
encumbrances whatsoever. The Stockholder, upon request, shall execute and
deliver any and all additional documents deemed by the Exchange Agent to be
necessary or desirable to complete the transfer, cancellation and retirement of
the Certificate(s).
------------------------------------------------------------------ ---------------------------------------------------
BOX D
STOCKHOLDER SIGNATURES
EACH STOCKHOLDER MUST SIGN HERE, IN SIGNATURE GUARANTEE
ADDITION TO THE SIGNATURES REQUIRED (COMPLETE THIS SIDE OF BOX D
ELSEWHERE ON THIS FORM OF ELECTION ONLY IF REQUIRED--SEE SUPPLEMENTAL
(SEE SUPPLEMENTAL INSTRUCTION 5) INSTRUCTIONS 6 AND 9)
------------------------------------------------------------------ (Note: A notarization by a notary public is not
acceptable)
------------------------------------------------------------------
FOR USE BY ELIGIBLE
------------------------------------------------------------------ INSTITUTIONS ONLY
------------------------------------------------------------------ PLACE MEDALLION GUARANTEE
(SIGNATURE(S) OF ▇▇▇▇▇▇(S)) IN SPACE BELOW
NAME(S):
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(PLEASE PRINT)
------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
DATED:
-----------------------------------------------------------
BOX D MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS THE NAME(S)
APPEAR(S) ON CERTIFICATE(S) OR BY PERSON(S) AUTHORIZED TO BECOME
REGISTERED HOLDER(S) BY CERTIFICATES AND DOCUMENTS ATTACHED HERETO.
IF SIGNATURE IS BY ATTORNEY OR GUARDIAN OR OTHER ACTING IN
FIDUCIARY CAPACITY, PLEASE STATE FULL TITLE.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
BOX E
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATE(S) ARE NOT SURRENDERED WITH THIS FORM OF ELECTION)
The signatory is:
-a member of a national securities exchange, ------------------------------------------------
-a member of the National Association of Securities (Firm--Please Print)
Dealers, Inc., or
-a commercial bank or trust company in the United ------------------------------------------------
States; (Authorized Signature)
and guarantees to deliver to the Exchange Agent the
Certificate(s) representing ▇▇▇▇▇▇ Shares to which this Form ------------------------------------------------
of Election relates, duly endorsed in blank or otherwise in
a form acceptable for transfer on the books of ▇▇▇▇▇▇, no ------------------------------------------------
later than five New York Stock Exchange trading days after
delivery of this Guarantee of Delivery. ------------------------------------------------
(Address, Including Zip Code)
------------------------------------------------
(Area Code and Telephone Number)
------------------------------------------------
(Contact Name)
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------
BOX F BOX G
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE SUPPLEMENTAL INSTRUCTIONS 6 AND 9 HEREIN) (SEE SUPPLEMENTAL INSTRUCTION 6 HEREIN)
To be completed ONLY if the new stock certificate To be completed ONLY if the new stock certificate
representing a Stock Election is to be registered in representing a Stock Election is to be registered in
the name of, or a check is to be made payable to, the name of, or a check is to be made payable to, the
someone other than the registered holder(s) of the registered holder(s) of the ▇▇▇▇▇▇ Shares, BUT is to
▇▇▇▇▇▇ Shares. be sent to someone other than the registered
holders(s) or to an address other than the address of
the registered holder(s).
Name
--------------------------------------------------
(Please Print) Mail certificate and/or check to:
Address
----------------------------------------------
Name
------------------------------------------------------ ---------------------------------------------------
(City) (State) (Zip Code) (Please Print)
Address
----------------------------------------------------- ------------------------------------------------
(SOCIAL SECURITY OR EMPLOYER IDENTIFICATION
NUMBER) --------------------------------------------------------
(SEE SUBSTITUTE FORM W-9 BELOW) (City) (State) (Zip Code)
----------------------------------------------------- --------------------------------------------------------
TAX INFORMATION
To comply with Federal tax requirements, each holder of ▇▇▇▇▇▇ Shares
is to provide to the Exchange Agent his or her correct Taxpayer Identification
Number (I.E., Social Security Number or Employer Identification Number) and to
certify whether he or she is subject to backup Federal income tax withholding by
completing and signing the Substitute Form W-9 below, or, in the case of Foreign
Persons (as defined in Supplemental Instruction 11), the Substitute Form W-8
below.
------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I: Please provide your Taxpayer
FORM W-9 Identification Number in the area at the ________-_______-__________
DEPARTMENT OF THE TREASURY, right and certify by signing and dating Social Security Number
INTERNAL REVENUE SERVICE below. (If you are awaiting your
Taxpayer Identification Number, leave OR
that area blank and check the box in _____-______________________
Part III.) Employer Identification Number
--------------------------------------------------------------------------------
PART II: For payees exempt from backup withholding, see Supplemental
Instruction 12 and complete as instructed therein.
--------------------------------------------------------------------------------
PART III: Awaiting Taxpayer Identification Number [ ]
------------------------------------------------------------------------------------------------------------------------
CERTIFICATION. Under penalty of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number,
OR
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 ("IRS")
or Social Security Administration office or (b) I intend to mail or
deliver an application in the near future, and
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding or the IRS
has 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. However, if
after being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
Signature Date
----------------------------------------- ---------------------
IF YOU CHECKED THE BOX IN PART III OF THIS SUBSTITUTE FORM W-9,
YOU MUST SIGN AND DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me, and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate IRS Center or
Social Security Administration Office (or I intend to mail or deliver an
application in the near future). I understand that if I do not provide a
Taxpayer Identification Number to the payer, 31% of all payments shall be
withheld until I provide a Taxpayer Identification Number to the payer and that,
if I do not provide my Taxpayer Identification Number within sixty (60) days,
such retained amounts shall be remitted to the IRS as backup withholding and 31%
of all reportable payments made to me thereafter will be withheld and remitted
to the IRS until I provide a Taxpayer Identification Number.
Signature Date
----------------------------------------- ---------------------
-------------------------------------------------------------------------------
------------------------------------------------ -----------------------------------------------------------------------
SUBSTITUTE Under penalties of perjury, I certify that:
FORM W-8
DEPARTMENT OF THE TREASURY, [ ] For INTEREST PAYMENTS, I am not a U.S. citizen or resident
INTERNAL REVENUE SERVICE (or I am filing for a foreign corporation, partnership,
estate or trust);
CERTIFICATE OF FOREIGN HOLDERS WHO ARE
INDIVIDUALS [ ] For DIVIDENDS, I am not a U.S. citizen or resident (or I am
filing for a foreign corporation, partnership, estate or
trust); AND
[ ] For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt
foreign person.
-----------------------------------------------------------------------
Signature Date
----------------------------------------------------- ------------------------------------------------
Print Name
-----------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9, OR, IF A FOREIGN
PERSON, THE SUBSTITUTE FORM W-8, MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
CASH PAYMENTS MADE TO YOU PURSUANT TO THE REORGANIZATION AGREEMENT. FOR
ADDITIONAL DETAILS, PLEASE REVIEW SUPPLEMENTAL INSTRUCTIONS 11, 12 AND 13.
================================================================================
TAX BASIS INFORMATION
Please provide the total tax basis you have in all ▇▇▇▇▇▇ Shares
delivered pursuant to this Form of Election or, if such information is
maintained for you by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Ltd., please indicate below your
authorization for ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Ltd. to provide tax basis information to
McClatchy Newspapers, Inc. (Tax basis information provided herein will have no
effect upon your election to receive stock and/or cash).
Total tax basis in all ▇▇▇▇▇▇ Shares delivered pursuant to this Form of
Election:
----------------------------------------------------------------------
I hereby authorize ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Ltd. to provide tax basis
information respecting my ▇▇▇▇▇▇ Shares to McClatchy Newspapers, Inc.
-----------------------------------------
Signature
================================================================================
SUPPLEMENTAL INSTRUCTIONS TO FORM OF ELECTION
1. TERMINATION. If the actions described in the Reorganization Agreement are not
consummated or are abandoned, all Forms of Election will be void and will have
no further effect. The Exchange Agent will promptly return the Certificate(s)
submitted to the person who submitted such Certificate(s).
2. RECEIPT OF STOCK CERTIFICATES OR CASH PAYMENTS. The Exchange Agent will issue
a single stock certificate representing a Stock Election (if any) and/or a
single check for a Cash Election (if any). As soon as practicable after the
Effective Time of the Mergers, the Exchange Agent will mail such stock
certificate and/or such check to the holder of ▇▇▇▇▇▇ Shares at the address
listed in BOX A (provided Stockholder has not completed either BOX F or BOX G,
thereby directing alternative payment or delivery instructions).
3. EXECUTION AND DELIVERY. The method of delivery of all documents is at the
option and risk of the holder of ▇▇▇▇▇▇ Shares. If sent by mail, it is strongly
suggested that mailing be by registered mail with return receipt requested. The
delivery will be deemed to have occurred only when actually RECEIVED by the
Exchange Agent at any of its addresses listed above. The risk of loss of
documents will pass only after the Exchange Agent has actually received them.
4. INADEQUATE SPACE. If there is insufficient space on this Form of Election to
list all Certificates being submitted to the Exchange Agent, please attach
additional sheets. Label each additional sheet with the name(s) of the holder.
5. SIGNATURES. The signature (or signatures, in the case of any Certificate
owned by two or more joint holders) on this Form of Election should correspond
exactly with the name(s) as written on the face of the Certificate(s) unless the
▇▇▇▇▇▇ Shares described on this Form of Election have been assigned by the
registered holder(s), in which event this Form of Election should be signed in
exactly the same form as the name of the last transferee indicated on the
transfers attached to or shown on the Certificate(s).
If a Certificate is owned of record by two or more persons, ALL such
persons must sign this Form of Election.
If this Form of Election is signed by a person or persons other than the
registered owners of the Certificates listed, the Certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the Certificate(s).
If this Form of Election or any Certificate(s) or stock power(s) is signed
by a trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact or any other person acting in a representative or fiduciary
capacity, the person signing must give such person's full title in such capacity
and appropriate evidence of authority to act in such capacity must be forwarded
with this Form of Election.
6. GUARANTEE OF SIGNATURES. A signature guarantee is not required on this Form
of Election if both (i) this Form of Election is signed by the registered
holder(s) of ▇▇▇▇▇▇ Shares delivered with this Form, AND (ii) neither BOX F nor
BOX G is completed. OTHERWISE, all signatures on this Form of Election must be
guaranteed by a firm which is a bank (not a savings bank or a savings & loan
association), broker, dealer, credit union, a member of a national securities
exchange, a member of the National Association of Securities Dealers, Inc. or
trust company or other entity in the United States that is a member in good
standing of the Securities Transfer Agent's Medallion Program (each, an
"Eligible Institution").
7. LOST, STOLEN OR DESTROYED CERTIFICATE. If your Certificate(s) has been lost,
stolen or destroyed, please check the box in BOX B of this Form of Election, and
forms for replacement will be sent to you with instructions as to steps you must
take to receive a certificate representing shares of New McClatchy Class A
Common Stock and/or a check under the Reorganization Agreement. You will be
required to complete additional documents and pay for an indemnity bond covering
the lost Certificate(s). The cost of the bond will be based on the value of the
▇▇▇▇▇▇ Shares represented by the lost Certificate(s). IF YOU HAVE NOT COMPLETED
THIS FORM OF ELECTION, COMPLIED WITH THE PROCEDURES FOR REPLACING A LOST, STOLEN
OR DESTROYED CERTIFICATE AND PAID FOR THE INDEMNITY BOND PRIOR TO THE ELECTION
TIME SET FORTH ON THE FIRST PAGE OF THIS FORM OF ELECTION, YOU WILL BE DEEMED
NOT TO HAVE MADE EITHER A STOCK ELECTION OR A CASH ELECTION WITH RESPECT TO
▇▇▇▇▇▇ SHARES REPRESENTED BY SUCH CERTIFICATE. PLEASE DIRECT ANY QUESTIONS
REGARDING A LOST, STOLEN OR DESTROYED CERTIFICATE TO ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LTD.
AT (▇▇▇) ▇▇▇-▇▇▇▇.
8. DETERMINATION OF PROPER ELECTION AND DELIVERY OF CERTIFICATES. Exchange Agent
will have the discretion to reasonably determine whether a Form of Election has
been properly completed, signed and submitted, modified or revoked, and to
disregard immaterial defects, and to determine all questions as to validity,
form and eligibility of any delivery of Certificates. The Exchange Agent
reserves the right to waive any irregularities or defects in the delivery of any
Certificates; however, a delivery will not be deemed to have been made until all
irregularities have been cured or waived. The decision of the Exchange Agent in
such matters shall be conclusive and binding. Neither ▇▇▇▇▇▇ nor the Exchange
Agent will be under any obligation to notify any person of any defect in a Form
of Election, and neither ▇▇▇▇▇▇ nor the Exchange Agent shall incur any liability
for failure to give any such notice. The Exchange Agent shall also make all
computations contemplated by the Reorganization Agreement and all such
computations shall be conclusive and binding on the holders of ▇▇▇▇▇▇ Shares. No
alternative, conditional or contingent Stock Election or Cash Election will be
accepted. If the Exchange Agent reasonably determines that any purported Stock
Election or Cash Election was not properly made, such purported Stock Election
or Cash Election shall be deemed to be of no force and effect and the holder of
▇▇▇▇▇▇ Shares making such purported Stock Election or Cash Election shall, for
purposes hereof, be deemed to have not made a Stock Election or Cash Election.
9. NEW CERTIFICATES AND CHECKS IN DIFFERENT NAME; STOCK TRANSFER TAXES. If a new
certificate is to be registered in, or a check is to be made payable to the
order of, a name(s) different than the exact name(s) that appears on the
Certificate(s) that Stockholder submits with this Form of Election, then, in
addition to endorsing the Certificate(s), Stockholder must complete BOX F and
have an Eligible Institution guarantee the signatures on this Form of Election
in BOX D. (See Supplemental Instruction 6)
If a new certificate representing New McClatchy Class A Common Stock is to
be registered in, or a check is make payable to the order of, a name(s) other
than exactly the same name(s) that is on the Certificate(s) that Stockholder
submits with this Form of Election, then Stockholder must submit with this Form
of Election evidence of payment of any applicable stock transfer tax or proof of
an exemption from such a tax.
10. APPRAISAL RIGHTS. Holders of ▇▇▇▇▇▇ Shares who have demanded appraisal
rights pursuant to the Delaware General Corporation Law should not complete this
Form of Election. ▇▇▇▇▇▇ will regard any holder of ▇▇▇▇▇▇ Shares who has
delivered a written demand for appraisal and who delivers a Form of Election as
having withdrawn such demand for appraisal.
11. CITIZENSHIP OF HOLDER OF COMMON STOCK. The term "U.S. Person" means any U.S.
citizen and any person that is not a Foreign Person. The term "Foreign Person"
means any foreign corporation, nonresident alien individual, nonresident
fiduciary of a foreign estate or trust, or a foreign partnership (in each case
with respect to the United States, its territories and possessions, and all
areas subject to its jurisdiction).
12. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9--U.S. PERSONS.
Under the "backup withholding" provisions of Federal tax law, the Exchange Agent
may be required to withhold 31% any payments made to holders of ▇▇▇▇▇▇ Shares.
To prevent backup withholding, each holder of ▇▇▇▇▇▇ Shares should complete and
sign the Substitute Form W-9 included in this Form of Election and either: (a)
provide the correct Taxpayer Identification Number and certify, under penalty of
perjury, that it is correct (or that such holder is awaiting a Taxpayer
Identification Number), and that (i) the holder has not been notified by the
Internal Revenue Service ("IRS") that the holder is subject to backup
withholding, or (ii) the IRS has notified the holder of ▇▇▇▇▇▇ Shares that the
holder is no longer subject to backup withholding; or (b) provide an adequate
basis for exemption. If the box in Part III of the Substitute Form W-9 is
checked, the Exchange Agent may withhold 31% of cash payments during the 60-day
period following execution of the Substitute Form W-9. If the holder furnishes
the Exchange Agent with his or her Taxpayer Identification Number within such
60-day period, the Exchange Agent shall pay such withheld amounts and no further
amounts shall be withheld. However, if the holder has not provided the Exchange
Agent with such Taxpayer Identification Number within such 60-day period, the
Exchange Agent shall remit such withheld amounts to the IRS and shall withhold
31% of all subsequent payments until the holder furnishes a Taxpayer
Identification Number to the Exchange Agent. In general, if a holder of ▇▇▇▇▇▇
Shares is an individual, the TIN is the Social Security number of such
individual. Certain holders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such holder of ▇▇▇▇▇▇ Shares may complete and
submit the Substitute Form W-8 included in this Form of Election.
13. FOREIGN PERSONS. Withholding of U.S. tax at the rate of 31% from any
distributions to a foreign owner may be required unless the Substitute Form W-8
is properly completed and signed.