EX-99.(A)(4) 5 dex99a4.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit (a)(4)

 

LOGO

 

LETTER OF TRANSMITTAL

 

877-248-6417 (toll free) or 718-921-8317 www.amstock.com    info@amstock.com

 

WHERE TO FORWARD YOUR TRANSMITTAL

The method of delivery of certificate(s) and all other required documents is at the election and risk of the owner. If you elect to send them by mail, it is recommended that you send them by certified or registered mail with return receipt requested. Delivery will be deemed effective only when received by American Stock Transfer & Trust Company, LLC (“AST”).

 

By hand or Overnight courier: American Stock Transfer & Trust Company, LLC, Operations Center, Attn: Reorganization Department, 6201 15th Avenue, Brooklyn, New York 11219

 

By mail: American Stock Transfer & Trust Company, LLC, Operations Center, Attn: Reorganization Department, P.O. Box 2042, New York, New York 10272-2042

 

    COMPANY NAME:

  CUSIP   COMPANY #    ACCOUNT NUMBER
       
              

 

ACCOUNT REGISTRATION:           CERTIFICATE INFORMATION:
LOGO              

             

LOGO         Certificate No

  Shares   Certificate No    Shares
       
                         
                   
LOGO 

 

  

 

Certificated shares:  

 

          Shares from other certificates held:     
    

 

Book-Entry Shares:  

 

                
    

 

Plan Shares:  

 

                
    

 

Total Shares:  

 

                
You must submit your original certificates with this Letter of Transmittal. If you are not in possession of your certificates, please see Instruction LOGO on the back of this form. You do not need to sign the back of the certificates. Shares held in Book-entry and Plan form are un- certificated and need not be submitted (although this Letter of Transmittal must still be completed).      

 

 

 

 

 

 

 

 

 

 

 
 
 
 
 

LOGO                                                          SUBSTITUTE FORM W-9

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

 

                                                                                                                                                               

 

THIS SUBSTITUTE FORM W-9 MUST BE FILLED OUT AND SIGNED

 

PRINT YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER HERE

 

                                                                                          

 

Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer
Identification Number; (2) I am not subject to backup withholding either because I am exempt from
backup withholding, 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 the IRS has notified me that
I am not subject to backup withholding; and (3) I am a U.S. Person (or a U.S. resident alien).

LOGO    

THIS LETTER OF TRANSMITTAL

MUST BE SIGNED BY ALL

REGISTERED OWNERS

   

 

 
 
 
 
 

 

 

 

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 the IRS stating that you are no longer subject to backup withholding, do not
cross out item (2).

 

SIGNATURE:                                                                                            DATE:                         

Each registered owner must sign here exactly as the name(s) appear(s) in the account registration. If all registered owners have signed this Letter of Transmittal, no endorsements of certificates or separate stock powers are required.

 

If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other acting in a fiduciary or representative capacity, it must be so indicated and proper evidence of authority, satisfactory to AST, must be submitted.

 

THE UNDERSIGNED REPRESENTS THAT I (WE) HAVE FULL AUTHORITY TO SURRENDER WITHOUT RESTRICTION THE CERTIFICATE(S) ENCLOSED HEREIN.

 

SIGNATURE:                                              

 

SIGNATURE:                                              

 

DATE:                                                           

 

Telephone number (required):                 

 

Email address:                                            

 

   

 

 
 
 
 
 
 

 

 
 
 
 

 

 
 
 
 
 
 
 

 

 

 

NOTE: Certain stockholders (including, among others, all corporations and certain foreign individuals)
are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange/
Paying Agent that a foreign individual qualifies as an exempt recipient, such stockholder must submit a
statement, signed under penalties of perjury, attesting to that individual’s exempt status, on the
appropriate and properly completed Form W-8, or successor form. Such statements can be obtained from
the Exchange/Paying Agent.

                                                                                                                                                                

IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER, WRITE “APPLIED
FOR” IN THE SUBSTITUTE FORM W-9 ABOVE, AND COMPLETE AND SIGN BOTH THIS
CERTIFICATION AND THE SUBSTITUTE FORM W-9. FOR FURTHER INFORMATION,
PLEASE SEE THE ENCLOSED GUIDELINES.

 

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 by the time of payment, a percentage (currently 28 percent) of all reportable cash
payments made to me will be withheld until I provide a number and such retained amounts will be
remitted to the Internal Revenue Service as backup withholding.

 

Signature:                                                                                            Date:                         

              
                          
                 
Place Medallion Stamp Here      

 

 

 

PLEASE REFER TO THE BACK OF THIS FORM

FOR ADDITIONAL IMPORTANT INFORMATION

AND INSTRUCTIONS ON COMPLETING THIS

LETTER OF TRANSMITTAL


INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

LOGO THIS SECTION CONTAINS YOUR CURRENT NAME AND ADDRESS AS THEY ARE REFLECTED ON OUR RECORDS. IF YOU NOW RESIDE AT A DIFFERENT ADDRESS, PLEASE FILL OUT BOX 7, AND CHECK OFF THE BOX INDICATING A PERMANENT ADDRESS CHANGE. NO MEDALLION GUARANTEE WILL BE REQUIRED.

LOGO THIS SECTION INDICATES THE CERTIFICATE NUMBERS AND RESPECTIVE AMOUNT OF SHARES AS THEY ARE REFLECTED ON OUR RECORDS. IF THE CERTIFICATES IN YOUR POSESSION HAVE DIFFERENT CERTIFICATE NUMBERS, PLEASE CONTACT OUR SHAREHOLDER SERVICES UNIT AT 718-921-8317 OR TOLL-FREE AT 877-248-6417 TO CONFIRM THE LEGITIMACY OF YOUR CERTIFICATES PRIOR TO REMITTING THE TRANSMITTAL MATERIAL. IF YOU ARE NOT IN POSSESSION OF SOME OR ALL OF YOUR STOCK CERTIFICATES, YOU MUST WRITE TO AST AT THE ADDRESS ON THE REVERSE SIDE OR REPORT THE LOSS BY ACCESSING YOUR ACCOUNT AT HTTP://WWW.AMSTOCK.COM. YOU WILL BE REQUIRED TO SUBMIT THE NECESSARY FORMS AND A CHECK FOR THE POSTING OF A SURETY BOND, THE DETAILS OF WHICH WILL BE PROVIDED BY AST. PLEASE NOTE THAT THIS FORM STILL MUST BE COMPLETED AND REMITTED ALONG WITH YOUR REPLACEMENT FORMS, BOND FEE, AND ANY ADDITIONAL CERTIFICATES THAT MAY BE IN YOUR POSSESSION.

LOGO THIS SECTION SHOWS THE TOTAL AMOUNT OF SHARES OWNED BY YOU.

LOGO CERTIFICATION OF YOUR TAX ID NUMBER IS REQUIRED IN ORDER TO PREVENT WITHHOLDING FROM YOUR ENTITLEMENT PROCEEDS. YOU MUST FILL OUT, SIGN, AND DATE THIS FORM W-9 (OR SUBMIT A FORM W-8, AS APPLICABLE), OTHERWISE YOUR TRANSMITTAL AND ACCOMPANYING DOCUMENTS WILL BE REJECTED AND SENT BACK TO YOU.

LOGO THIS SECTION MUST BE SIGNED AND DATED BY ALL REGISTERED OWNERS, OTHERWISE YOUR TRANSMITTAL AND ACCOMPANYING DOCUMENTS WILL BE REJECTED AND SENT BACK TO YOU.

LOGO THIS SECTION SHOULD BE COMPLETED AND SIGNED IF YOU WANT YOUR ENTITLEMENT TO BE ISSUED IN ANOTHER NAME. A MEDALLION SIGNATURE GUARANTEE WILL BE REQUIRED (I.E. SIGNATURE IS GUARANTEED BY A BANK, BROKER OR OTHER FINANCIAL INSTITUTION THAT IS A MEMBER OF A SECURITIES TRANSFER ASSOCIATION-APPROVED MEDALLION PROGRAM SUCH AS STAMP, SEMP OR MSP).

LOGO THIS SECTION SHOULD BE COMPLETED AND SIGNED IF YOU WANT YOUR ENTITLEMENT TO BE MAILED TO AN ALTERNATE ADDRESS THAT IS DIFFERENT THAN YOUR ADDRESS IN THE “ACCOUNT REGISTRATION” SECTION AND THIS IS NOT A PERMANENT ADDRESS CHANGE. A MEDALLION SIGNATURE GUARANTEE WILL BE REQUIRED (I.E. SIGNATURE IS GUARANTEED BY A BANK, BROKER OR OTHER FINANCIAL INSTITUTION THAT IS A MEMBER OF A SECURITIES TRANSFER ASSOCIATION-APPROVED MEDALLION PROGRAM SUCH AS STAMP, SEMP OR MSP).

 

  LOGO SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS

To be completed ONLY if issuance/payment is to be made in a name other than that shown in the “Account Registration” section on the reverse side of this form. Please note, an appropriate Form W-9 or Form W-8, as applicable, must also be completed for the person receiving the issuance/payment. You may obtain such forms by contacting AST at the number listed on the reverse side or by accessing either http://www.amstock.com/shareholder/sh_downloads.asp or www.irs.gov.

If you have completed this section, your signature on the face of this Letter of Transmittal must be guaranteed by a bank, broker or other financial institution that is a member of a Securities Transfer Association- approved medallion program such as STAMP, SEMP or MSP.

ISSUE TO:

 

NAME:  

 

Address:  

 

 

 

SOCIAL SECURITY OR TAXPAYER ID NUMBER OF RECIPIENT:

 

                 
                                           

 

 

  LOGO SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if delivery is to be made to someone other than the registered holder(s), or to such registered holder(s) at an address other than that shown above.

 

If you have completed this section, your signature on the face this Letter of Transmittal must be guaranteed by a bank, broker or other financial institution that is a member of a Securities Transfer Association-approved medallion program such as STAMP, SEMP or MSP.

MAIL TO:

 

NAME:  

 

Address:  

 

 

 

 

¨   

PLEASE CHECK THIS BOX IF THIS IS A

PERMANENT CHANGE OF ADDRESS

 

(SEE INSTRUCTION 1)

  

 

 

 

 


 

All questions as to the validity, form and eligibility of any surrender of certificates will be determined by AST or the issuer and such determination shall be final and binding. AST or the issuer reserves the right to waive any irregularities or defects in the surrender of any certificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

If your certificates are registered in different names, a separate Letter of Transmittal must be submitted for each registration. Additional Letters of Transmittal can be obtained by accessing http://www.amstock.com/shareholder/sh_downloads.asp or by contacting American Stock Transfer & Trust Company, LLC at the numbers listed above.

If payment for securities is to be made to any person other than the registered holder, or if surrendered certificates are registered in the name of any person other than the person(s) signing the letter of transmittal, any stock transfer taxes payable as a result of the transfer to such person (whether imposed on the registered holder or such person) shall be paid prior to the submission of this letter of transmittal. AST reserves the right to deduct the amount of such taxes from the payment, if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted.

If the Letter of Transmittal is signed by a person other than the registered owner (e.g., where the shares have been assigned), the Letter of Transmittal must be accompanied by a stock power guaranteed by a bank, broker or other financial institution that is a member of a Securities Transfer Association-approved medallion program such as STAMP, SEMP or MSP.