sec document

EX-99.8 14 ex998tos3_10102003.htm sec document

EXHIBIT 99.8

WEBFINANCIAL CORPORATION

IMPORTANT TAX INFORMATION REGARDING BACKUP WITHHOLDING

Under the United States federal income tax laws, dividend payments
that may be made by WebFinancial Corporation (the "Company") on shares of its
Common Stock, par value $0.001, issued upon the exercise of non-transferable
subscription rights (the "Rights"), 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") and certifies that the number
provided is correct and further certifies that such holder is not subject to
backup withholding as a result of a failure to report all interest or dividend
income in the past. Each Rights holder that exercises Rights and wants to avoid
backup withholding should provide the Subscription Agent, as the Company's agent
in respect of exercised Rights, with such holder's correct taxpayer
identification number (or with a certification that such holder is awaiting a
taxpayer identification number) and with a certification that such holder is not
subject to backup withholding by completing Substitute Form W-9 below.

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 Subscription Agent. Exempt holders, while
not required to file Substitute Form W-9, should file Substitute Form W-9 to
avoid possible erroneous backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

If backup withholding applies, the Company or the Subscription
Agent, as the case may be, will be required to withhold up to 30% of any such
dividend payments made to a stockholder or other payee. 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 the person's tax liability,
and the tax liability of persons subject to backup withholding 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 on dividend payments, a Rights holder
that exercises Rights is required to notify the Subscription Agent of such
holder's 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 such Rights
holder is awaiting a TIN). In addition, the holder is required to certify on
Substitute Form W-9 that it is (i) exempt from backup withholding, or (ii) not
subject to backup withholding due to prior under reporting of interest or
dividend income, or (iii) the Internal Revenue Service (the "IRS") has notified
it that it is no longer subject to backup withholding.

WHAT NUMBER TO GIVE THE SUBSCRIPTION AGENT

The Rights holder that exercises Rights is required to give the
Subscription Agent the TIN of the record owner of the shares of Common Stock
issued upon the exercise of the Rights. If such record owner 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 shares of Common Stock issued
upon the exercise of the Rights 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 guidelines
on what number to report. If the Subscription Agent is not provided with the
correct taxpayer identification number in connection with such payments, the
holder may be subject to a penalty imposed by the IRS.

SUBSTITUTE FORM W-9
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)

PAYERS NAME: [___________________________________________________________]

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Part 1 - PLEASE PROVIDE YOUR TIN AND CERTIFY _________________________
BY SIGNING AND DATING BELOW Social Security Number or
Employer ID Number
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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), (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 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) all other information provided on this form is true,
correct and complete. / /

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Part 3 - Awaiting TIN / /

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Part 4 - For Payee Exempt from Backup Withholding / /

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Please fill in your name and address below.

______________________________________________________
Name

______________________________________________________
Address (number and street)

______________________________________________________
City, State and Zip Code

CERTIFICATE INSTRUCTIONS - You must cross out Item (2) in Part 2 above if you
have been notified by the IRS that your are currently subject to backup
withholding because of under reporting 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). If you are
exempt from backup withholding, check the box in part 4 above.

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Signature_________________________ Date _____________________, 2003
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU.
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 CHECK
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

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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
if I do not provide a taxpayer identification number within sixty (60) days, 30%
of all reportable payments made to me thereafter will be withheld until I
provide a number.

Signature_________________________________ Date _____________________, 2003
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE 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.

-------------------------------------------------------- ---------------------------------------------------------
Give the Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION
For this type of Account: number of -- For this type of Account: number of--
-------------------------------------------------------- ---------------------------------------------------------

1. Individual The individual 8. Sole proprietorship account The owner (4)

2. Two or more individuals The actual owner of the 9. A valid trust, estate, or Legal entity (5)
(joint account) account or, if combined pension trust
funds, any one of the
individuals (1)

10. Corporate The corporation

3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person (1)

11. Association, club, The organization
religious, charitable,
educational or other
tax-exempt organization

4. Custodian account of a The minor (2)
minor (Uniform Gift
to Minors Act) 12. Partnership The partnership

5. Adult and minor (joint The adult or, if the The broker or nominee
account) minor is the only
contributor, the
minor (1)
13. A broker or registered The broker or nominee
nominee

14. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local government
school district, or prison)
that receives agricultural
program payments

6. Account in the name of The ward, minor or
guardian or committee for incompetent person (3)
a designated ward, minor,
or incompetent person

7. a. The usual revocable The grantor-trustee (1)
savings trust account
(grantor is also trustee)

b. So-called trust account The actual owner (1)
that is not a legal or
valid trust under State
law

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(1) List all names first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Provide the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security Number or
Taxpayer Identification Number (if you have one).
(5) List all names first and circle the name of the legal trust, estate, or
pension trust. (Do not furnish the 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.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

OBTAINING A NUMBER o Payments of tax-exempt interest (including
If you do not have a taxpayer identification number or exempt interest dividends under Section 852)
you do not know your number, obtain Form SS-5,
Application for a Social Security Number Card, or o Payments described in Section 6049(b) (5) to
Form SS-4, Application for Employer Identification Number, non-resident aliens.
at the local office of the Social Security Administration
or the Internal Revenue Service and apply for a number. o Payments on tax-free covenant bonds under Section 1451.

o Payments made by certain foreign organizations.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding o Payments made to a nominee.
on ALL payments include the following: EXEMPT PAYEES DESCRIBED ABOVE MUST STILL
COMPLETE THE SUBSTITUTE FORM W-9 TO AVOID
o A corporation. POSSIBLE ERRONEOUS BACKUP WITHHOLDING.
o A financial institution. FILE THE SUBSTITUTE FORM W-9 WITH THE PAYER,
o An organization exempt from tax under Section 501 (a) FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
of the Internal Revenue Code of 1986, as amended (the WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN
"Code"), or an individual retirement plan. IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
o The United States or any agency or instrumentality DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO SIGN AND
thereof. DATE THE FORM.

o A State, the District of Columbia, a possession of the Certain payments other than interest, dividends,
United States, or any subdivision or instrumentality and patronage dividends that are not subject to
thereof. information reporting are also not subject to backup
o A foreign government, a political subdivision of a withholding. For details, see the regulations under
foreign government, or any agency or instrumentality Sections 6041, 6041A(a), 6045, and 6050A of the Code.
thereof.
PRIVACY ACT NOTICE - Section 6109 of the Code requires
o An international organization or any agency, or most recipients of dividends, interest, or other payments
instrumentality thereof. to give correct taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for
o A registered dealer in securities or commodities identification purposes and to help verify the accuracy of
registered in the U.S. or a possession of the U.S. your tax return. Payers must be given the numbers whether or
not recipients are required to file tax returns. Payers may be
o A real estate investment trust. required to withhold 30% of taxable interest, dividends and
certain other payments to a payee who does not furnish a
o A common trust fund operated by a bank under Section taxpayer identification number to payer. Certain penalties
584(a) of the Code. may also apply.
o An exempt charitable remainder trust, or a non-exempt
trust described in Section 4947(a)(1) of the Code.
o An entity registered at all times under the Investment
Company Act of 1940.
o A foreign central bank of issue.

Payments of dividends and patronage dividends not PENALTIES
generally subject to backup withholding include the (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -
following: If you fail to furnish your correct taxpayer identification
number to a payer, you are subject to a penalty of $50 for
o Payments to nonresident aliens subject to withholding each such failure unless your failure is due to reasonable
under Section 1441 of the Code. cause and not willful neglect.

o Payments to partnerships not engaged in a trade or (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
business in the U.S. and which have at least one WITHHOLDING - If you make a false statement with no
nonresident partner. reasonable basis which results in no backup withholding, you
are subject to a penalty of $500.
o Payments of patronage dividends where the amount
received is not paid in money. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - Willfully
falsifying certifications or affirmations may subject you
o Payments made by certain foreign organizations. to criminal penalties including fines and/or imprisonment.

Payments of interest not generally subject to backup (4) MISUSE OF TINS - If the requester discloses or uses
withholding include the following: taxpayer identification numbers in violation of Federal law,
the requester may be subject to civil and criminal penalties.

o Payments of interest on obligations issued by
individuals. Note: You may be subject to backup
withholding if this interest is $600 or more
and is paid in the course of the payer's trade
or business and you have not provided your correct
taxpayer identification number to payer. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.