-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHSHB67dkdi1uThGCk/MVzB1zz9I6SgdzIjitp1K00dH94BnfTREWbJGvMQ9E3VY VT73qUop5UrJw1X924nlPA== 0000948600-96-000013.txt : 19960410 0000948600-96-000013.hdr.sgml : 19960410 ACCESSION NUMBER: 0000948600-96-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960209 SROS: AMEX GROUP MEMBERS: GAGNER GERALD J GROUP MEMBERS: NEW WEST INVESTORS, L.P. AND GERALD J. GAGNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIEGLER COMPANIES INC CENTRAL INDEX KEY: 0000109312 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 391148883 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11879 FILM NUMBER: 96514221 BUSINESS ADDRESS: STREET 1: 215 N MAIN ST CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143345521 MAIL ADDRESS: STREET 1: 215 NORTH MAIN STREET CITY: WEST BEND STATE: WI ZIP: 53095 FORMER COMPANY: FORMER CONFORMED NAME: ZIEGLER CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAGNER GERALD J CENTRAL INDEX KEY: 0001007457 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 800 WEST STATE ST STREET 2: STE 103 CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153401832 MAIL ADDRESS: STREET 1: 800 WEST STATE ST STREET 2: STE 103 CITY: DOYLESTOWN STATE: PA ZIP: 18901 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 THE ZIEGLER COMPANIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 (Title of Class of Securities) 5021600-10-4 (CUSIP Number) Gerald J. Gagner 800 West State Street, Suite 103 Doylestown, Pennsylvania 18901 (215) 297-0455 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 1996 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of his Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class. See Rule 13d-7.) Note: Six (6) copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Names of Reporting Persons, New West Investors, L.P. S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box if (a) [X] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- WC, OO tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) (6) Citizenship or Place of Organi- Pennsylvania zation (7) Sole Voting Power - Number of Shares (8) Shared Voting Power 123,700 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 123,700 Power (11) Aggregate Amount Beneficially 123,700 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 5.1% by Amount in Row (11) (14) Type of Reporting Person (See PN Instructions) (1) Names of Reporting Persons, Gerald J. Gagner S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box if (a) [X] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- Not applicable tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power - Number of Shares (8) Shared Voting Power 123,700 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 123,700 Power (11) Aggregate Amount Beneficially 123,700 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 5.1% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) This Schedule 13D is reporting matters with respect to the group consisting of New West Investors, L.P., a Pennsylvania limited partnership ("New West"), and Gerald J. Gagner, an individual ("Gagner"), who is the general partner of New West. Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $1.00 per share (the "Common Stock") of The Ziegler Companies, Inc., a Wisconsin corporation (the "Issuer"), which has its principal executive offices at 215 North Main Street, West Bend, Wisconsin 53095. Item 2. Identity and Background. New West Investors, L.P. (a) New West Investors, L.P. is a Pennsylvania limited partnership. (b) The address of New West's principal business and its principal office is 800 West State Street, Suite 103, Doylestown, Pennsylvania 18901. (c) New West's principal business is investments. (d) Since its inception in 1995, New West has not been convicted in any criminal proceeding. (e) Since its inception in 1995, New West has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction as a result of which New West is, or was, subject to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Gerald J. Gagner (a) Gerald J. Gagner is an individual, and the sole general partner of New West. (b) The business address of Gagner is 800 West State Street, Suite 103, Doylestown, Pennsylvania 18901. (c) Gagner is retired and is an investor as his principal occupation. (d) During the past five (5) years, Gagner has not been convicted in any criminal proceeding. (e) During the last five (5) years, Gagner has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which Gagner is, or was subject, to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The amount of funds required by New West to purchase the 123,700 shares of the Common Stock of the Issuer was $2,030,187. Of these funds, $1,515,393 was provided by New West from its working capital available for investment and $514,794 of these funds was borrowed by New West pursuant to a margin account with Brown & Company Securities Corporation. All of the foregoing shares of Common Stock were acquired through open market purchases. Item 4. Purpose of Transaction. The parties filing hereunder (collectively, the "New West Group") purchased their shares of Common Stock of the Issuer for investment purposes only. The members of the New West Group intend to review their respective investments in the Common Stock of the Issuer on a continuing basis, taking into consideration, inter alia, the Issuer's current policies with respect to enhancing shareholder value, the Issuer's business affairs and financial condition, the price level of the shares of Common Stock of the Issuer, the conditions in the securities market and general economic and industry conditions. Based upon the foregoing factors, a reporting person may, from time to time, purchase additional shares of Common Stock of the Issuer or may, from time to time, dispose of all, or a portion of, the shares of Common Stock that is now beneficially owned by a reporting person or may hereafter be acquired by a reporting person. In the future, the foregoing actions may be taken by the members of the New West Group, individually, and/or together and/or with others. Item 5. Interest in Securities of the Issuer. The aggregate percentage of shares of Common Stock reported as beneficially owned by each person herein is based upon 2,435,869 shares of Common Stock outstanding, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ending September 30, 1995. (a) The following table sets forth the aggregate number and percentage of the class of Common Stock of the Company identified pursuant to Item 1 beneficially owned by each person named in Item 2: Person Amount Percent ______ _______ _______ New West Investors, L.P. 123,700(1) 5.1% Gerald J. Gagner 123,700(1) 5.1% ____________________
(1) These shares are owned of record by New West. Gagner is the sole general partner of New West with voting and dispositive control over the securities held in New West's investment portfolio. As a result, Gagner may be considered to beneficially own the shares of Common Stock of the Issuer that are owned of record by New West. None of the limited partners of New West has any voting or dispositive control over such securities. (b) The following table sets forth, for each person and entity identified under paragraph (a), the number of shares of Common Stock of the Issuer as to which the person and entity has (1) the sole power to vote or direct the voting, (2) shared power to vote or direct the voting, (3) the sole power to dispose or to direct the disposition, or (4) shared power to dispose or to direct the disposition: Sole Voting and Shared Voting Power of and Power of Person or Entity Disposition Disposition New West Investors, L.P. None 123,700(1) Gerald J. Gagner None 123,700(1) ____________________
(1) See footnote (1) under paragraph (a) of this Item 5. (c) During the past sixty (60) days from the date of this Schedule 13D, the following transactions were effected in the Common Stock by a reporting person named in response to Paragraph (a) of this Item 5: Transactions by New West: Number Price, Type of Shares Excluding of Date Security Acquired Commission Transaction 12-13-95 Common Stock 500 16.75 AMEX 12-14-95 Common Stock 500 16.75 AMEX 12-18-95 Common Stock 500 16.75 AMEX 12-19-95 Common Stock 500 16.75 AMEX 12-20-95 Common Stock 500 16.75 AMEX 12-20-95 Common Stock 100 16.625 AMEX 12-26-95 Common Stock 500 16.75 AMEX 12-27-95 Common Stock 500 16.75 AMEX 12-28-95 Common Stock 500 16.75 AMEX 12-29-95 Common Stock 500 16.75 AMEX 01-05-96 Common Stock 500 16.75 AMEX 01-09-96 Common Stock 500 16.625 AMEX 01-11-96 Common Stock 1,000 16.625 AMEX 01-12-96 Common Stock 1,000 16.625 AMEX 01-19-96 Common Stock 1,000 16.75 AMEX 01-22-96 Common Stock 500 18.75 AMEX 01-30-96 Common Stock 1,800 18.75 AMEX 01-31-96 Common Stock 400 18.75 AMEX 02-07-96 Common Stock 600 18.625 AMEX 02-07-96 Common Stock 1,000 18.875 AMEX
Transactions by Gagner: None (d) See Item 6, below. (e) Not applicable. Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer. Under the Cash and Margin Agreement with Brown & Company Securities Corporation ("Brown"), New West has granted Brown a general lien for the discharge of all obligations of New West to BROWN in all Common Stock of the Issuer which BROWN may at any time be carrying for New West or for any account in which New West has an interest or which may at any time be in BROWN's possession for any purpose. The terms of the Cash and Margin Agreement provide that BROWN is authorized, in its discretion, should BROWN for any reason whatsoever deem it necessary for BROWN's protection, to sell any or all of the Common Stock of the Issuer which may be in BROWN's possession or which BROWN may be carrying for New West. The complete terms of the agreement are set forth in the Cash and Margin Agreement attached as Exhibit 2 to this Schedule 13D. Item 7. Materials to be Filed as Exhibits. 1. Agreement of the reporting persons as to joint filing of this Schedule 13D. 2. Cash and Margin Agreement between New West Investors, L.P. and Brown & Company Securities Corporation. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 9, 1996. /s/ Gerald J. Gagner ________________________________ Gerald J. Gagner NEW WEST INVESTORS, L.P. By /s/ Gerald J. Gagner _________________________________ Gerald J. Gagner, General Partner MBEN:\G-J\GAGNER\ZIEGLER.13D EX-99 2 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with the other reporting persons named therein of the Schedule 13D, dated February 9, 1996, on behalf of the undersigned, and to the joint filing of any additional amendments to the Schedule 13D with the other reporting persons named therein. NEW WEST INVESTORS, L.P. /s/ Gerald J. Gagner By: ________________________________ Gerald J. Gagner, General Partner /s/ Gerald J. Gagner ___________________________________ GERALD J. GAGNER MBEN:\G-J\GAGNER\13D\JT-FIL.13D EX-99 3 BROWN AND COMPANY CASH AND MARGIN AGREEMENT In consideration of Brown & Company Securities Corporation ("BROWN") accepting one or more accounts of the undersigned (whether designated by name, number or otherwise) and BROWN's agreeing to act as broker for the undersigned in the purchase or sale of securities, the undersigned agrees as follows: 1. All transactions are subject to the rules, regulations, customs and usages of the exchange or markets (and the clearing agency, if any) where executed and of any association whose rules and regulations govern transactions in that market and your account agreement(s) with BROWN. We will furnish, upon written request, the date and time when a transaction took place and the name of the other party to the transaction. 2. Whenever any statute shall be enacted which shall affect in any manner or be inconsistent with any of the provisions hereof, or whenever any rule or regulation shall be prescribed or promulgated by The New York Stock Exchange, The Securities and Exchange Commission and/or The Board of Governors of The Federal Reserve System which shall affect in any manner or be inconsistent with any of the provisions hereof, the provisions of this agreement so affected shall be deemed modified or superseded, shall in all respects, continue and be in full force and effect. Except as herein otherwise expressly provided, no provision of this agreement shall in any respect be waived, altered, modified or amended unless such waiver, alteration, modification or amendment be committed to writing and signed by an officer of BROWN. 3. All monies, securities or other property which BROWN may at any time be carrying for the undersigned or for any account in which the undersigned has an interest or which may at any time be in BROWN's possession for any purpose, including safekeeping, shall be subject to a general lien for the discharge of all obligations of the undersigned to BROWN, irrespective of whether or not BROWN has made advances in connection with such securities or other property and irrespective of the number of accounts the undersigned may have with BROWN. 4. All securities or any other property, now or hereafter held by BROWN or carried by BROWN for the undersigned (either individually or jointly with others), or deposited to secure the same, may from time to time and without notice to the undersigned, be carried in Brown's general loans and may be pledged, repledged, hypothecated, or rehypothecated separately or in common with other securities or any other property, for the sum due to BROWN thereon and without retaining in BROWN's possession and control for delivery a like amount of similar securities. 5. BROWN is hereby authorized, in its discretion, should the undersigned die or should BROWN for any reason whatsoever deem it necessary for BROWN's protection, to sell any or all of the securities or other property which may be in BROWN's possession or which BROWN may be carrying for the undersigned (either individually or jointly with others) or to buy in any securities or other property of which the account or accounts of the undersigned may be short or cancel any outstanding orders in order to close out the account or accounts of the undersigned in whole or in part or in order to close out any commitment made in behalf of the undersigned. Such sale, purchase or cancellation may be made according to BROWN's judgment and may be made, at BROWN's discretion, on the exchange or other market whether such business is then usually transacted or at public auction or at private sale, without advertising the same and without notice to the undersigned or to the personal representative of the undersigned and without prior tender, demand, or call of any kind upon the undersigned or upon the personal representatives of the undersigned and BROWN may purchase the whole or any part thereof free from any right of redemption, and the undersigned shall remain liable for any deficiency; it being understood that a prior joinder, demand or call of any kind from BROWN, or prior notice from BROWN, of the time and place of such sale or purchase shall not be considered a waiver of BROWN's right to sell or buy any securities and/or property held by BROWN, or owed BROWN by the undersigned, at any time as hereinbefore provided. 6. Notwithstanding a general policy of giving customers notice of a margin deficiency, BROWN is not obligated to request additional margin from the undersigned in the event an account in which the undersigned has an interest falls below the minimum maintenance requirements. More importantly, there may well be circumstances where BROWN will liquidate securities and/or other property in the account without notice to the undersigned to ensure that minimum maintenance requirements are satisfied. The undersigned will at all times maintain margins for said accounts, as required by BROWN. At any time and from time to time, in BROWN's discretion, BROWN may without notice to the undersigned apply and/or transfer any or all monies, securities and/ or other property of the undersigned interchangeable between any accounts of the undersigned. 7. The undersigned undertakes, at any time upon BROWN's demand, to discharge obligations of the undersigned to BROWN, or, in the event of a closing of any account of the undersigned in whole or in part, to pay BROWN the deficiency, if any, and no oral agreement or instructions to the contrary shall be recognized or enforceable. The reasonable costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the undersigned with BROWN, including, but not limited to, attorney's fees incurred and payable or paid by BROWN shall be payable to BROWN by the undersigned. 8. In case of the sale of any security or other property by BROWN at the direction of the undersigned and BROWN's inability to deliver the same to the purchaser by reason of failure of the undersigned to supply BROWN therewith, then and in such event, the undersigned authorizes BROWN to borrow any security or other property necessary to make delivery thereof, and the undersigned thereby agrees to be responsible for any loss which BROWN may sustain thereby and any premiums which BROWN may be required to pay thereon, and for any loss which BROWN may sustain by reason of BROWN's inability to borrow the security or other property sold. 9. It is understood and agreed that the undersigned, when placing with BROWN any sell order for a short account, will designate it as such and hereby authorizes BROWN to mark such order as being "short" and when placing with BROWN any order of a long account, will designate it as such and hereby authorizes BROWN to mark such order as being "long". Any sell order which the undersigned shall designate as being for a long account as above provided is for securities then owned by the undersigned and, if such securities are not then deliverable by BROWN from any account of the undersigned, the placing of such order shall constitute a representation by the undersigned that it is impracticable for him then to deliver such securities to BROWN but that he will deliver them as soon as it is possible for him to do so without undue inconvenience or expense. 10. The undersigned is solely responsible for all securities transactions in this account and represents that the undersigned can afford to take the risks inherent in trading securities and is an experienced, informed investor. The undersigned agrees that if there is any material change in the investment objectives or financial situation of the undersigned or if the undersigned can no longer afford to take the risks inherent in trading securities, BROWN will be notified before any further transactions are entered into. The undersigned is aware of the fact that BROWN tape records conversations between the undersigned and BROWN and authorizes that tape recording. It is understood and agreed that BROWN will act only as agent for the under- signed, and that BROWN will not offer or provide any opinions, judgment or information concerning the nature, value or potential suitability of any trade or investment. 11. In deciding where to route orders, absent specific instructions from customers, BROWN will take into consideration, among other factors, the quality and speed of execution, as well as the credits and/or cash payments receivable from the New York Stock Exchange and other market centers. Where specific instructions are given, BROWN may require that a higher commission be applied to some or all future transactions in the account. 12. Communications by mail, messenger, telegraph or otherwise, sent to the undersigned at the address of record listed on the application, or any other address the undersigned may give BROWN in writing, are presumed to be delivered to and received by the undersigned whether actually received or not. Information contained on transaction reports and account statements is conclusive unless the undersigned objects in writing within ten (10) calendar days after they are sent or transmitted to the undersigned. 13. This agreement and its enforcement shall be governed by the laws of Massachusetts and its provisions shall be continuous, shall cover individually and collectively all accounts which the undersigned may open or reopen with BROWN, and shall inure to the benefit of BROWN's present organization and any successor organization, irrespective of any change or changes at any time in the personnel thereof, for any cause, whatsoever and of the assigns of BROWN's present organization or any successor organization and shall be binding upon the undersigned and/or the estate, executors, administrators and assigns of the undersigned. 14. The undersigned, if any individual, represents that the undersigned is of full age, that the undersigned is not an employee of any exchange or of any corporation of which any exchange owns a majority of the capital stock or of a member of any exchange or of a member firm or member corporation registered on any exchange or of a bank, trust company, insurance company or of any corporation, firm or individual engaged in the business of dealing either as broker or as principal, in securities, bills of exchange, acceptances or other forms of commercial paper or that if the undersigned is so employed, BROWN has the consent of the undersigned's employer to open the account or accounts of the undersigned with BROWN. The undersigned further represents that no one except the undersigned has an interest in the account or accounts of the undersigned with BROWN. INITIAL DISCLOSURE OF CREDIT TERMS UNDER SEC RULE 10b-16 15. The undersigned will be charged interest on any credit extended to or maintained for the undersigned by BROWN for the purpose of purchasing, carrying or trading in any security. The annual rate of interest which will be charged on net debit balances will usually be no more than the highest rate for brokers' call money published in The Wall Street Journal and The New York Times. The rate of interest will be changed without notice in accordance with changes in the brokers' call money rate. With the exception of a credit balance in the short account, all other credit balances in al cash and margin accounts are combined and interest is charged to the margin account on any resulting debit balance, interest is computed monthly on the debit balances during the month. If, during the month, there is a change in interest rates, separate charges will be shown for each interest period under the different rate, but interest will be compounded monthly. The combining of balances, as well as the actual interest calculations are done by computer, but interest is arrived by multiplying the net debit balance by the effective rate of interest by the number of days divided by 360. In the event there is a decline in the market value of the securities in the margin account, BROWN may have to request additional collateral. Generally, such a request for additional collateral will be made by BROWN when the equity in the account falls below 30%. However, BROWN retains the right to require additional margin at any time BROWN deems it necessary or advisable. Any such call for additional collateral may be met by delivery of additional marginable securities or cash. Any securities in any of the accounts of the undersigned are collateral for any debit balances in the account with BROWN. A lien is created by these debits to secure the amount of money owed BROWN. This means that, in accordance with the terms of this agreement, securities in the said accounts can be sold to redeem or to liquidate any debit balances in these accounts. 16. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED AUTHORIZES BROWN TO LEND TO BROWN OR TO OTHERS ANY SECURITIES NOW OR HEREAFTER CARRIED ON MARGIN BY BROWN FOR THE ACCOUNT OF THE UNDERSIGNED BUT ONLY TO THE EXTENT THAT THERE IS A MARGIN OBLIGATION. 17. The undersigned understands that BROWN will release the undersigned's name, address and securities positions to requesting companies in which the undersigned holds securities, unless the undersigned checks this box. [ ] Check this box if the undersigned is associated with a member of The New York Stock Exchange or the NASD, other than as a customer. If so, what is the firm's name? [ ] Check this box if the undersigned is a director, 10% stockholder or policy making officer of a publicly traded company. If so, specify the company or companies. 18. 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 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 a failure to report all interest or dividends, or (c) 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 currently subject to backup withholding because of underreporting interest or dividends on your tax return. For real estate transactions, item (2) does not apply. For mortgage interest paid the acquisition or abandonment of secured property, contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Social Security or Tax ID No. Applicant Signature _____________________________ __________________________________ Date Co-Applicant Signature (if applicable) _____________________________ ___________________________________ MBEN:\G-J\GAGNER\MARGIN.AG -----END PRIVACY-ENHANCED MESSAGE-----