File Pursuant To Rule 424(b)(5)
Registration No. 333-103996
[THE ANDERSONS LOGO]
PROSPECTUS
$ 8,000,000 6% TEN-YEAR DEBENTURES
$12,000,000 5% FIVE-YEAR DEBENTURES
($1,000 MINIMUM INVESTMENT)
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(419)891-5050
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TERMS OF DEBENTURES
- Debentures will be issued the first of the month following our receipt of
payment. Interest begins to accrue on that day.
- Interest will be paid to you annually on the anniversary of the date
issued.
- We may redeem debentures at any time by paying you principal plus accrued
interest.
- No sinking fund will be provided; these debentures are not secured.
TERMS OF SALE
- There is no established trading market for the debentures.
- We will sell debentures continuously until they are all sold or the
offering is terminated.
- There are no underwriters or commissions to be paid. We are selling
directly to you.
- We will receive all proceeds from the sale of debentures. We expect the
expenses of this offering to approximate $46,000.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS IDENTIFIED THAT WE HAVE
LISTED BEGINNING ON PAGE 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The date of this Prospectus is December 31, 2003
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements, and other information,
regarding issuers that file documents with the SEC electronically.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the debentures.
- Annual Report on Form 10-K/A for the year ended December 31, 2002, as
amended.
- Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2003, as
amended
- Quarterly report on Form 10-Q for the quarter ended June 30, 2003
- Quarterly report on Form 10-Q/A for the quarter ended September 30, 2003,
as amended.
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC.
Any person, including any beneficial owner, may request a copy of these
filings, at no cost, by contacting us at:
Investor Relations
Gary Smith
Vice President, Finance & Treasurer
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
(419)891-6417
email:gary_smith@andersonsinc.com
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these debentures in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of this document. We undertake no obligation to
update any of the information in this Prospectus, except as provided by law.
TABLE OF CONTENTS
Page
Summary 3
Risk Factors 4
Use of Proceeds 5
Capitalization 7
Description of Debentures 7
Plan of Distribution 9
Legal Opinions 9
Experts 9
2
SUMMARY
This page summarizes important points about us and about the debentures
that we are selling. It is important that you read the more detailed information
about the debentures that we are offering included later in the document and the
information about us that we are incorporating by reference.
THE ANDERSONS, INC.
We are engaged in several businesses including agriculture, processing,
rail car leasing and retail. Our Agriculture Group operates grain elevators,
merchandises grain and distributes agricultural fertilizer. Our Processing Group
produces lawn fertilizer and corncob products. Our Rail Group buys, sells,
manages, leases and repairs railcars and our Retail Group operates six large
home centers, a mower sales and service shop and a distribution center. We have
been in existence since 1947 and have sold debentures under similar terms to
this offering for many years. Our principal administrative offices are located
at 480 West Dussel Drive, Maumee, Ohio 43537. Our telephone number is (419)
893-5050.
OUR OFFER
SECURITIES $ 8,000,000 principal amount 6% Ten-Year Debentures.
$12,000,000 principal amount 5% Five-Year Debentures.
Offered directly by the Company.
$1,000 minimum principal investment.
REDEMPTION Redeemable at maturity or at the option of the Company.
USE OF PROCEEDS Payment of current maturities of long-term debt with the
remainder added to working capital or used for general
corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Nine months ended
September 30 Year ended December 31
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2003 2002 2002 2001 2000 1999 1998
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Ratio of earnings to fixed charges 1.85 2.12 2.19 1.79 1.93 1.91 1.97
SUMMARY FINANCIAL INFORMATION
(In thousands, except for per share data) Nine months ended
September 30 Year ended December 31
2003 2002 2002 2001 2000
(as restated) (as restated)
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Sales and merchandising revenues $ 803,828 $ 721,430 $ 1,076,527 $ 980,361 $ 958,505
Income before income taxes 7,492 11,226 16,002 11,931 14,364
Cumulative effect of change in accounting principle -- 3,480 3,480 (185) --
Net income 4,963 11,859 14,244 8,857 10,078
Per share data:
Basic earnings per share 0.70 1.62 1.96 1.22 1.34
Diluted earnings per share 0.68 1.58 1.92 1.21 1.34
Dividends paid 0.21 0.195 0.26 0.26 0.24
As of September 30 As of December 31
2003 2002 2002 2001 2000
(as restated) (as restated)
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Working capital $ 82,626 $ 80,851 $ 81,755 $ 75,228 $ 55,260
Total assets 409,509 416,825 469,218 458,324 442,965
Long-term debt 83,241 84,961 84,272 91,316 80,159
Shareholders' equity 108,890 105,261 105,765 94,934 89,836
The 2002 results have been restated to reflect the adoption of EITF Topic D-96,
"Accounting for Management Fees Based on a Formula." See the Company's 2002
Annual Report on Form 10K/A, as amended, for further discussion.
3
RISK FACTORS
Following are factors that we believe you should consider before making
an investment decision.
RISKS RELATING TO OUR BUSINESS
OUR BUSINESS CAN BE ADVERSELY AFFECTED BY SEASONALITY AND WEATHER CONDITIONS
Many of our operations are dependent on weather conditions. The success
of our Agriculture Group is highly dependent on the weather in the eastern corn
belt (Ohio, Michigan, Indiana and Illinois), primarily during the spring
planting season through the summer (wheat) and fall (corn and soybean) harvests.
The Processing Group manufactures and distributes lawn fertilizer for home and
professional use and its sales are highly seasonal with the majority occurring
in the first and second quarter. Poor weather conditions during the spring
adversely affect consumer purchases of do-it-yourself lawn care products. The
Retail Group's business is also highly seasonal with a majority of sales
generated in the second and fourth quarters.
OUR BUSINESS IS AFFECTED BY THE SUPPLY AND DEMAND OF COMMODITIES, AND ADVERSE
PRICE MOVEMENTS CAN DEPRESS OUR RESULTS OF OPERATIONS
Our Agriculture Group buys, sells and holds inventories of various
commodities, some of which are readily traded on commodity futures exchanges.
Our Processing Group uses some of these same commodities as base raw materials
in its lawn fertilizer. Changes in the supply and demand of these commodities
can affect the value of inventories that we hold as well as the price of raw
materials for our Processing Group. We hedge the majority of our grain inventory
positions including purchase and sale contracts, however, we are unable to hedge
100% of the price risk of each transaction due to timing, availability of hedge
contracts and third party credit risk. We generally do not hedge non-grain
commodities.
CHANGES IN GOVERNMENT POLICY CAN ADVERSELY AFFECT OUR BUSINESS
Agricultural production and trade flows are significantly affected by
government actions. Examples of government policies include tariffs, duties,
subsidies, import and export restrictions and outright embargos. Changes in
government policies and producer supports may impact the amount and type of
grains planted, which in turn, may impact our ability to buy grain in our market
region. Because a portion of our grain sales are to exporters, the imposition of
export restrictions could limit our sales opportunities.
Our Processing Group manufactures lawn fertilizers and control products
using potentially hazardous materials. Regulations about the use and
registration of these materials have in the past and may in the future require
us to adjust the raw material content of our products and make formulation
changes.
Changes in existing and future government policies may restrict our
ability to do business and/or cause our financial results to suffer.
WE HANDLE POTENTIALLY HAZARDOUS MATERIALS, AND ENVIRONMENTAL RISKS RELATED TO
THOSE MATERIALS CAN INCREASE THE COST OF OPERATING OUR BUSINESSES
We handle potentially hazardous materials in several of our businesses.
Our operations are regulated by environmental laws and regulations, including
those governing the labeling, use, storage, discharge and disposal of hazardous
materials. Because we use and handle hazardous substances in our business,
changes in environmental requirements or an unanticipated significant adverse
environmental event could have a material adverse effect on our business. In
addition, changes to environmental regulations may require us to modify our
existing plant and processing facilities and could significantly increase the
cost of those operations.
RISKS RELATING TO THE DEBENTURES
YOU MAY NOT BE ABLE TO SELL YOUR DEBENTURES BECAUSE OF AN ABSENCE OF A PUBLIC
MARKET FOR THEM
We don't intend to list these Debentures on any national securities
exchange. We don't expect any trading market to develop. Because of this, we
can't provide assurance that any market will develop for the Debentures. If you
want to sell your Debentures, a willing buyer may not be found and as a result,
you may not be able to get an attractive price if you are able to sell at all.
CHANGES IN INTEREST RATES CAN DEPRESS THE VALUE OF YOUR DEBENTURES
Because the interest rates on the Debentures are fixed, an increase in general
interest rates would negatively impact the value of the Debentures and
consequently any market that may develop.
4
OTHER CREDITORS HAVE SENIOR RIGHTS TO OUR ASSETS THAN THE HOLDERS OF DEBENTURES
Our Debenture obligations are subordinate and junior in right of
payment to all of our senior indebtedness. The Debentures are of equal rank with
other debenture bonds of the Company due through 2013 at interest rates ranging
from 5.5% to 8.5%. We are able to incur additional indebtedness or issue other
securities that would be senior to the Debentures. See Description of Debentures
for further discussion about the Debentures
WE CAN REDEEM THE DEBENTURES AT ANY TIME, WHICH MAY HAVE ADVERSE IMPLICATIONS
FOR YOUR PORTFOLIO
You may redeem the Debentures on their maturity date for the principal
amount plus accrued interest. We hold the option to call the Debentures at any
time, paying principal plus interest at the date that they are called. To the
extent you are relying on the Debentures to fulfill a particular role in your
portfolio, this could cause your portfolio to become imbalanced. Although we
don't plan to call these debentures before their maturity, we do have the right
to do so and could do so at any time. You, as a holder of Debentures, don't have
the option to require us to purchase your Debentures.
YOU WILL NOT HAVE THE BENEFIT OF A THIRD PARTY CREDIT RATING IN EVALUATING AN
INVESTMENT IN THE DEBENTURES
The Debentures have not been rated by an independent rating
organization. We don't plan to seek an independent rating at this time.
USE OF PROCEEDS
The offering is not underwritten and we don't know how many of the
Debentures will sell or when they will be sold. The proceeds we receive from the
sale of the Debentures (after deducting our expenses) will be used first for the
payment of current maturities of long-term debt as scheduled. Following are our
current maturities as of September 30, 2003 (in thousands):
Debenture bonds due 2003, interest rates from 6.3% to
7.5% $2,916
Notes payable, due quarterly with balance due in 2008,
interest rate 6.95% 1,268
Acquisition liability 810
Note payable, variable rate (2.46% at September 30,
2003), payable quarterly with balance due in 2005 394
Note payable, due quarterly with balance due in 2017,
interest rate 6.5% 772
Note payable, due quarterly with balance due in 2016,
interest rate 7.0% 428
Other 395
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$6,983
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There is no time limit to this offering, and we plan to continue the
sale of the Debentures indefinitely or until they are completely sold. We are
not requiring a minimum sale of Debentures under this offering, and if the
amount sold does not cover our current maturities, we will fund those payments
either through cash provided by operations or with borrowings on our short-term
line of credit.
Our secondary use for proceeds will be to add to working capital.
Increases in working capital will allow us to reduce our short-term borrowings.
5
CAPITALIZATION
Following are the details (in thousands) of our consolidated
capitalization as of September 30, 2003. We haven't included the effect of the
receipt of any proceeds from this offering of Debentures, since the amount of
proceeds and when the proceeds will be received is uncertain.
Long-term debt:
Notes payable $ 46,821
Debenture bonds 24,019
Industrial development revenue bonds 7,750
Capital lease obligation 3,208
Acquisition liability 1,302
Other 141
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Total long-term debt 83,241
Shareholders' equity:
Common shares 84
Additional paid-in capital 66,893
Treasury shares (13,317)
Other (697)
Retained earnings 55,927
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Total shareholders' equity 108,890
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Total capitalization $192,131
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See Notes 7, 8, and 11 to our restated Consolidated Financial
Statements as of December 31, 2002 for additional information as to the lines of
credit, long-term debt and leases and related commitments.
DESCRIPTION OF DEBENTURES
The Debentures we are offering are to be issued under an Indenture
between us and Fifth Third Bank, as Trustee (the "Trustee"). The original
Indenture agreement was dated as of October 1, 1985, and has been supplemented
by a Seventeenth Supplemental Indenture, dated as of August 14, 1997. The
Seventeenth Supplemental Indenture was created to authorize a new series of
debentures that were registered and issued from 1997 to the present. We
confirmed our liability for the interest and principal payment of these
debentures as well as compliance with the original Indenture. Except for the
rate of interest and years to maturity, the terms and conditions of the
Debentures, including all debentures previously issued under the Indenture, are
identical. Following are summaries of certain provisions of the Indenture that
are not complete definitions. Please refer to the Seventeenth Supplemental
Indenture a copy of which was filed as an exhibit to our 1999 Annual Report on
Form 10-K or the original Indenture as previously filed. If particular Sections
or defined terms of the Indenture are referred to in this Prospectus, we intend
that such Sections or defined terms shall be incorporated by reference from the
original Indenture documents.
GENERAL
The Indenture does not limit the principal amount of the Debentures,
either in the aggregate or as to any series. The Debentures will be unsecured
direct obligations of the Company and any successor entities.
We may not merge or consolidate or sell substantially all of our assets
as an entirety unless the successor entity expressly assumes the payment of
principal and interest on all outstanding Debentures
Although we have no present plans, understandings or arrangements, we
may issue unsecured debt in the future. This new unsecured debt may have terms
that would be senior to the Debentures. If we become subject to any insolvency
or bankruptcy proceedings, or any other receivership, liquidation,
reorganization or similar proceedings, the holders of any such senior debt as
well as holders of any of our secured debt would be entitled to receive payment
in full before the holders of the Debentures are entitled to receive any payment
of principal or interest on the Debentures. The Indenture contains no
restriction against our issuance of additional indebtedness, including unsecured
debt senior to the Debentures, or secured debt. The Debentures are of equal rank
with other debenture bonds of the Company due through 2013 at interest rates
ranging from 5.5% to 8.5%. See Note 8 of the Notes to our restated Consolidated
Financial Statements as of December 31, 2002 for more information about our
secured borrowings.
The Indenture contains no minimum working capital, current ratio or
other such requirements, or any protective provisions in the event of a highly
leveraged transaction. No such transactions are contemplated.
We will issue Debentures on the first of the following month after we
receive payment for the Debentures. The Debentures we are offering will be due
in either five years or ten years from their Original Issue Date. This maturity
date is subject to our right to redeem the Debentures at any time by paying the
holder the principal amount plus accrued interest to the date of redemption
(Section 1101). The Debentures will bear interest at the annual rate shown on
the front cover of this Prospectus. The interest payment will be made annually
to the holder of record at the close of business
6
on the fifteenth day of the month preceding the Interest Payment Date and will
first occur one year from the Original Issue Date. (Section 301) Principal and
interest will be payable, and the Debentures will be transferable, at the office
of the Trustee, Fifth Third Bank, Corporate Trust Services, Mail Drop 1090D2, 38
Fountain Square Plaza, Cincinnati, Ohio, 45263. We may, however, make any
payment of interest or principal by check mailed to the address of the holder of
record as it appears on the Debenture Register. (Sections 301 and 307)
The Debentures will be issued only in fully registered form without
coupons in denominations of $1,000 or any multiple of $1,000. (Section 302) No
service charge will be made for any transfer or exchange of Debentures, but we
may require payment of an amount sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange. (Section
305)
We may issue Debentures in series from time to time with an aggregate
principal amount as is authorized by our Board of Directors. (Section 311) The
Debentures do not provide for any sinking fund. At September 30, 2003, we had
outstanding Debentures with a principal amount of $26.9 million.
MODIFICATION AND WAIVER
We can't modify the Indenture without the approval of the holders of 66
2/3 % of the principal amount of all outstanding debentures that would be
affected by the modification. Specifically, the following modifications need
support of 66 2/3% of holders:
- A change to the stated maturity date of the principal of any Debenture;
- A change to the stated payment date of interest;
- A reduction of the principal amount of any Debenture;
- A reduction of the interest paid on any Debenture;
- A change to the place or currency of payment of principal or interest
on any Debenture;
- A limitation on the right to institute suit for the enforcement of any
payment on or with respect to any Debenture;
- A reduction of the above-stated percentage of holders of Debentures
necessary to modify or amend the Indenture; or
- A modification of the foregoing requirements or reduction of the
percentage of outstanding Debentures necessary to waive any past
default to less than a majority.
Holders of a majority of the principal amount of the outstanding
Debentures may waive compliance by the Company with certain restrictions.
(Sections 902 and 513)
EVENTS OF DEFAULT
The following are events of default:
- failure to pay principal when due;
- failure to pay any interest when due, continued for 30 days;
- failure to perform any other indenture covenant of the Company,
continued for 60 days after written notice; and
- certain events in bankruptcy, insolvency or reorganization.
If we don't make payments of principal or interest, the Trustee must
provide you with a notice of default. For any other event of default, the
Trustee is not required to send notice to you if it considers withholding the
notice to be in your best interest. (Section 501 and 602)
If an event of default happens and is not cured, either the Trustee or
the holders of 25% or more of the principal amount of the Debentures may
accelerate the maturity of all outstanding Debentures.
Holders of a majority of the principal amount of the outstanding
Debentures may waive a default that would normally result in acceleration of the
Debentures, but only if all defaults have been remedied and all payments due
have been made. (Sections 502 and 513)
You have the unconditional right to receive the payment of principal
and interest when due and to institute suit for the enforcement of such payment.
(Section 508)
THE TRUSTEE
Except for its duties in the case of default as described previously,
the Trustee is not required to exercise any of its rights or powers under the
Indenture at the request, order or direction of any holders, unless such holders
have offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification, the holders of a majority in principal amount of
the outstanding Debentures may determine the time, method and place of
conducting proceedings for any remedy available to the Trustee, or of exercising
any trust or power conferred upon the Trustee. (Section 512)
7
We are required to furnish to the Trustee an annual statement on our
performance or fulfillment of covenants, agreements or conditions in the
Indenture and the absence of events of default. (Section 1004)
PLAN OF DISTRIBUTION
This offering of Debentures is not underwritten. We are selling the
Debentures directly to you without any intermediaries. There is no time limit to
this offering and we plan to continue the sale of the Debentures indefinitely or
until they are completely sold. We can't be sure of the amount of Debentures
that we may ultimately sell. We are selling the Debentures for our own account
and are not paying commissions to anyone.
LEGAL OPINIONS
Beverly J. McBride, our Vice President, General Counsel and Secretary
has issued an opinion regarding certain legal matters and matters with respect
to Ohio law. She owns 44,000 of our common shares and has the option to purchase
3,200 additional common shares (1,940 of the options are exercisable).
EXPERTS
The financial statements and schedule incorporated in this Prospectus
by reference to the Annual Report on Form 10-K/A for the year ended December 31,
2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
--------------------------------------------------------------------------------
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information.
We are not making an offer of these securities in any location where
the offer is not permitted.
You should not assume that the information in this prospectus,
including information incorporated by reference, is accurate as of any date
other than the date on the front of the prospectus.
8
SUBSCRIPTION AGREEMENT
FOR 6% TEN-YEAR DEBENTURES AND 5% FIVE-YEAR DEBENTURES OF
THE ANDERSONS, INC.
(I)(We) hereby subscribe for:
______________________________ multiple(s) of 6% Ten-Year Debentures
______________________________ multiple(s) of 5% Five-Year Debentures
of The Andersons, Inc. at face value. Each multiple is $1,000. Herewith find $_________________ in full payment thereof.
The Debentures should be registered and issued in the following mode of ownership: (ONLY ONE MODE OF OWNERSHIP
MAY BE SELECTED)
1. ______________________________ an individual.
(Name)
2. ______________________________ and _______________________________ as joint tenants with right of survivorship and
(Name) (Name) not as tenants in common.
3. ______________________________ and _______________________________ as tenants in common.
(Name) (Name)
4. ______________________________ as custodian for _____________________________ under the Uniform Gifts to Minors
(Name) (Name) Act, as applicable.
5. ______________________________ trustee for __________________________.
(Name) (Name)
Trust Name __________________________ Date of Trust______________________________
6. ______________________________ TOD __________________________ subject to STA TOD Rules.
(Name) (Name)
I acknowledge receipt of a copy of the current Prospectus of The Andersons,
Inc. with respect to the offering of the above Debentures subscribed for hereby
which will be issued, and interest will begin to accrue, as of the first day of
the month following the month in which payment of the Debentures has been
received by The Andersons, Inc. Under the penalties of perjury, I certify that
the information listed below is true, correct and complete.
Dated ____________________________________ Signed _____________________________________________________
Signed _____________________________________________________
Please print name, address, social security number and telephone number of
registered owner(s).
__________________________________________________ ________________________________________________________
(Name) (Name)
__________________________________________________ ________________________________________________________
(Street) (Street)
__________________________________________________ ________________________________________________________
(City, State, Zip Code) (City, State, Zip Code)
__________________________________________________ ________________________________________________________
(Social Security Number or Federal I.D. Number) (Social Security Number or Federal I.D. Number)
__________________________________________________ ________________________________________________________
(Area Code)(Telephone Number) (Area Code)(Telephone Number)
Make check payable to: The Andersons, Inc. YOU ARE REQUIRED TO COMPLETE THE W-9 FORM ON THE REVERSE
Mail to: The Andersons, Inc., Assistant Treasurer, SIDE OF THIS SUBSCRIPTION.
PO Box 119, Maumee, Ohio 43537
W-9 FORM
IMPORTANT TAX INFORMATION
We ask that you complete this substitute form W-9, sign in the space provided,
and return it, with the subscription agreement to:
The Andersons, Inc.
PO Box 119
Maumee, Ohio 43537
A) Is your name and address correct on the preceding subscription form?
_____ Yes _____ No
(If No, please correct it on the subscription agreement.)
B) Taxpayer Identification Number (TIN). - Enter your TIN in the space
provided below:
Employer Identification Number ___ ___ - ___ ___ ___ ___ ___ ___ ___
-OR-
Social Security Number ___ ___ ___ - ___ ___ - ___ ___ ___ ___
C) Please check the appropriate box: [ ] Individual / Sole Proprietor
[ ] Corporation
[ ] Partnership [ ] Other ____________
D) 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 because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service 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.
Signature: _________________________ Title: ____________________Date: _______