EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
OFFER TO SUBSCRIBE FOR AND PURCHASE SERIES A PREFERRED SHARES
OF
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CO.
PURSUANT TO THE PROSPECTUS DATED , 1999
THE SUBSCRIPTION OFFERING EXPIRES AT 5:00 P.M., MOUNTAIN TIME, ON , 1999,
UNLESS EXTENDED. THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS MAY NOT BE REVOKED BY
YOU FOR ANY REASON.
The Subscription Agent for the Offer is:
ZIONS FIRST NATIONAL BANK
BY MAIL: BY HAND AND OVERNIGHT DELIVERY:
▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Trust Department Attn: Corporate Trust Department
Pursuant to the prospectus dated , 1999, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is
offering you the nontransferable right to subscribe for and purchase one of its
Series A preferred shares for every 27 of its common shares that you owned on
, 1999 at a subscription price of $100.00 per preferred share. We will not
issue fractional Series A preferred shares and we will not pay cash to you in
place of rights.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE
SUBSCRIPTION OFFERING, PLEASE REFER TO THE PROSPECTUS, THE TERMS AND CONDITIONS
OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE
AVAILABLE UPON REQUEST FROM ZIONS FIRST NATIONAL BANK (TOLL FREE
(▇▇▇) ▇▇▇-▇▇▇▇, EXT. 2268).
To subscribe for Series A preferred shares, you should complete and sign
this subscription agreement and forward it, together with payment in full in an
amount equal to the number of Series A preferred shares subscribed for
multiplied by $100.00, to the subscription agent by one of the methods and to
the address set forth above, prior to the expiration date, which is 5:00 p.m.
Mountain Time on , 1999. Any rights not exercised prior to the
expiration date will thereafter be null and void. DELIVERY OF THE SUBSCRIPTION
AGREEMENT AND/OR PAYMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS SUBSCRIPTION AGREEMENT SHOULD BE READ
CAREFULLY
BEFORE THIS SUBSCRIPTION AGREEMENT IS COMPLETED.
--------------------------- , 1999
Number of Series A Preferred Shares You May Subscribe For Expiration Date, unless
extended
To exercise your subscription rights, you should complete the following
chart (See Instructions 1, 4, 5 and 6):
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AGGREGATE SUBSCRIPTION
NUMBER OF COMMON NUMBER OF SERIES A PRICE FOR SERIES A
NAME(S) AND ADDRESS(ES) OF SHARES OWNED ON PREFERRED SHARES PREFERRED SHARES
SHAREHOLDER(S) , 1999 SUBSCRIBED FOR SUBSCRIBED FOR*
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* Determined by multiplying the number of Series A preferred shares subscribed for by $100.
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Please indicate form of payment (See Instruction 2):
/ / Check or money order payable to "Zions First National Bank, as
subscription agent"
/ / Wire transfer directed to Zions First National Bank, Account
No. ▇▇-▇▇▇▇▇-▇, ABA No. ▇▇▇▇▇▇▇▇▇, Attention: Corporate Trust
If the aggregate amount enclosed or transmitted is insufficient to purchase the
total number of Series A preferred shares indicated, or if the number of shares
being subscribed for is not specified or exceeds the rights granted, you will be
deemed to have subscribed for the maximum number of Series A preferred shares
that you are eligible to purchase which could be subscribed for upon payment of
the amount enclosed. If you do not make payment of any amounts due, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ reserves the right to exercise any and all other rights and remedies to
which it may be entitled. If your payment exceeds the aggregate subscription
price for the number of Series A preferred shares subscribed for as indicated in
the above table, your payment will be applied only for the number of shares
indicated by you in the above table. To the extent any portion of the aggregate
subscription price delivered exceeds the aggregate subscription price for the
number of shares for which you subscribed or for which you are eligible to
subscribe, whichever is lower, the subscription agent will return the excess
amount to you, without interest or deduction, as soon as practicable.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
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Ladies and Gentlemen:
The undersigned hereby irrevocably subscribes for the number of Series A
preferred shares indicated above at a purchase price of $100 per preferred
share, on the terms and conditions set forth in the prospectus, the receipt of
which is hereby acknowledged, and in this subscription agreement. The
undersigned will, upon request, execute and deliver to the subscription agent
any additional documents deemed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or the subscription agent to
be necessary or desirable to complete the subscription.
The undersigned represents and warrants that the undersigned was a
shareholder of record of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ common shares as of the close of
business on , 1999.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives and successors of the undersigned. The undersigned may
not transfer or assign any rights under the subscription offer or this
subscription agreement.
EXCEPT AS STATED IN THE PROSPECTUS, THE EXERCISE OF SUBSCRIPTION RIGHTS IS
IRREVOCABLE.
Unless otherwise indicated below under "Special Issuance Instructions" or
"Special Delivery Instructions," please issue a share certificate evidencing the
number of Series A preferred shares subscribed for in the name(s) of the
undersigned and mail the share certificate to the address indicated in the table
above. If "Special Issuance Instructions" or "Special Delivery Instructions" is
completed, please issue the share certificate and/or mail the share certificate
to the person(s) so indicated.
The undersigned recognizes that, under certain circumstances described in
the prospectus, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ may terminate or amend the subscription offer or
may postpone the expiration date. In the event the offer is terminated, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ will return any subscription price paid, without interest, to the
undersigned at the address indicated in the table above.
The undersigned understands that all questions concerning the timeliness,
validity, form and eligibility of any exercise of rights will be determined by
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and will be final and binding. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within an amount of time as it may determine, or reject the purported exercise
of any right by reason of any defect or irregularity in the exercise.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
determines in its reasonable discretion. Neither ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ nor the
subscription agent will be under any duty to give notification of any defect or
irregularity in connection with the submission of the subscription agreement or
incur any liability for failure to give such notification.
The undersigned understands and acknowledges that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ will rely
on the representations, warranties, agreements and information provided herein
by the undersigned when issuing the Series A preferred shares pursuant to the
exercise of the subscription right by the undersigned. All information contained
herein with respect to the undersigned shall be true, accurate and complete on
the date hereof and on the date that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ accepts this subscription
agreement. The undersigned shall indemnify and hold harmless ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
its directors, officers, employees and agents from and against all claims,
losses, damages and liabilities, including without limitation reasonable
attorneys' fees and costs, resulting from or arising out of any
misrepresentation or any inaccuracy in or breach of any statement or provision
contained in this subscription agreement.
Until June 2, 2002, the Series A preferred shares will not be transferable
unless the shares are offered first to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in accordance with the
procedures set forth in Exhibit A to this subscription agreement, except for
transfers pursuant to a registered public offering or a transaction effected on
the New York Stock Exchange, to a qualified institutional buyer in a transaction
exempt
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from or not subject to the registration requirements of the Securities Act, or
to an affiliate of the transferor. Each certificate representing Series A
referred shares will bear a legend on the face thereof substantially to the
following effect:
UNTIL JUNE 2, 2002 THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST OFFER IN FAVOR OF ▇▇▇▇▇▇▇▇
▇▇▇▇▇ CO., CONTAINED IN A SUBSCRIPTION AGREEMENT BETWEEN ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CO.
AND EACH HOLDER OF SERIES A PREFERRED SHARES, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
SUBSCRIPTION AGREEMENT.
This subscription agreement shall be construed in accordance with and
governed by the laws of the State of Utah, without regard to its choice of law
principles.
4
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 8 AND 9)
To be completed only if the share certificate representing the Series A
preferred shares subscribed for is to be issued in the name of someone other
than the undersigned. Issue certificate to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 8 AND 9)
To be completed only if the share certificate representing the Series A
preferred shares subscribed for is to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown in the
table above. Mail certificate to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
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PLEASE SIGN HERE
(SEE INSTRUCTIONS 4, 5 AND 9)
X
X
SIGNATURE(S) OF SHAREHOLDER(S) DATE
Telephone Number: ( ) _______
If signed by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth
the following information:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
(INCLUDE ZIP CODE)
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 9)
Certain signatures must be guaranteed by an eligible institution.
Name of Firm _______________________________________________________________
Authorized Signature _______________________________________________________
Dated , 1999
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NOTE: THE FOLLOWING MUST BE COMPLETED AND SIGNED IF THE UNDERSIGNED IS A
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
SHAREHOLDER THAT HELD ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ COMMON SHARES ON ,
1999 FOR MORE THAN ONE BENEFICIAL SHAREHOLDER (SEE INSTRUCTION 5).
5
NOMINEE SHAREHOLDER CERTIFICATION
The undersigned is a broker, dealer, commercial bank, trust company or other
nominee which held ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ common shares of record on , 1999 for
the account of more than one beneficial owner. The undersigned hereby certifies
to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Zions First National Bank, as subscription agent, that:
- the undersigned has subscribed for, on behalf of beneficial owners of
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ common shares (which may include the undersigned), the
total number of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Series A preferred shares specified below
pursuant to the subscription rights,
- the undersigned held on , 1999 the aggregate number of ▇▇▇▇▇▇▇▇
▇▇▇▇▇ common shares specified below for each beneficial owner (indicated
below by number without identifying any such beneficial owner) on whose
behalf it has subscribed for Series A preferred shares, and
- the undersigned has subscribed for the aggregate number of shares of
Series A preferred shares specified below on behalf of each such
beneficial owner.
ATTACH ADDITIONAL LISTS AS NECESSARY
AGGREGATE NUMBER OF COMMON SHARES AGGREGATE NUMBER OF SERIES A PREFERRED
BENEFICIAL HELD ON BEHALF OF SUCH SHARES SUBSCRIBED FOR
OWNER NUMBER BENEFICIAL OWNER AS OF , 1999 ON BEHALF OF SUCH BENEFICIAL OWNER
------------ -------------------------------------- --------------------------------------
1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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TOTAL: TOTAL:
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PLEASE SIGN AND DATE HERE:
---------------------- Dated:------------------
Name of Nominee Shareholder
By: ----------------------
Name:
Title:
7
EXHIBIT A
Until June 2, 2002 (the "ROFO Period"), prior to any shareholder effecting a
Transfer (as defined below) to any person (a "Third-Party Sale"), such
shareholder (the "Offering Stockholder") will deliver to the Company a written
notice (an "Offer Notice") specifying the amount of consideration (the "Offer
Price") for which the Offering Stockholder proposes to sell the Securities to be
offered in such Third-Party Sale (the "Offered Stock").
Prior to effecting a Third-Party Sale, the Offering Stockholder will
negotiate with the Company in good faith concerning the possible sale to the
Company of the Securities proposed or otherwise intended to be sold in a Third
Party Sale for a period of 3 calendar days following the date on which the
Company receives the Offer Notice. If the Company delivers to the Offering
Stockholder a written Notice (an "Acceptance Notice") within such 3 calendar day
period (such 3 calendar day period being referred to herein as the "ROFO
Acceptance Period") stating that the Company is willing to purchase all of the
Offered Stock for the Offer Price and on the other terms set forth in the Offer
Notice, the Offering Stockholder will sell all of the Offered Stock to the
Company, and the Company will purchase such Offered Stock from the Offering
Stockholder, on the proposed terms and subject to the conditions set forth
below.
The consummation of any purchase of the Offered Stock by the Company
pursuant to this right of first offer (the "ROFO Closing") will occur no more
than 20 calendar days following the delivery of the Acceptance Notice (such 20
calendar day period being referred to herein as the "ROFO Closing Period") at
such time of day and place as may be mutually agreed upon by the Offering
Stockholder and the Company. At the ROFO Closing, (i) the Company will deliver
to the Offering Stockholder by certified or official bank check or wire transfer
to an account designated by the Offering Stockholder an amount in immediately
available funds equal to the Offer Price, (ii) the Offering Stockholder will
deliver one or more certificates evidencing the Offered Stock, together with
such other duly executed instruments or documents (executed by the Offering
Stockholder) as may be reasonably requested by the Company to acquire the
Offered Stock free and clear of any and all claims, liens, pledges, charges,
encumbrances, security interests, options, trusts, commitments and other
restrictions of any kind whatsoever (collectively, "Encumbrances"), except for
Encumbrances created by this agreement, federal or state securities laws or the
Company or as specified in the Offer Notice ("Permitted Encumbrances"), and
(iii) the Offering Stockholder will be deemed to represent and warrant to the
Company that, upon the ROFO Closing, the Offering Stockholder will convey and
the Company will acquire the entire record and beneficial ownership of, and good
and valid title to, the Offered Stock, free and clear of any and all
Encumbrances, except for Permitted Encumbrances.
If no Acceptance Notice relating to the proposed Third-Party Sale is
delivered to the Offering Stockholder prior to the expiration of the ROFO
Acceptance Period, or an Acceptance Notice is so delivered to the Offering
Stockholder but the ROFO Closing fails to occur prior to the expiration of the
ROFO Closing Period (unless the Company was ready, willing and able prior to the
expiration of the ROFO Closing Period to consummate the transactions to be
consummated by the Company at the ROFO Closing), the Offering Stockholder may
consummate the Third-Party Sale, but only (i) during the 180 calendar day period
immediately following the expiration of the ROFO Acceptance Period (in the event
that no Acceptance Notice was timely delivered to the Offering Stockholder) or
the 180 calendar day period immediately following the expiration of the ROFO
Closing Period (in the event that an Acceptance Notice was timely delivered to
the Offering Stockholder but the ROFO Closing failed timely to occur) and
(ii) at a gross price at least equal to the Offer Price.
For purposes of this right of first offer, the value of any consideration
other than cash that is payable or receivable in the Third Party Sale will be as
determined by the Board in good faith.
As used herein the term "Transfer" means a transfer, sale, assignment,
pledge, hypothecation or other disposition, whether directly or indirectly
pursuant to the creation of a derivative security, the
8
grant of an option or other right, the imposition of a restriction on
disposition or voting or transfer by operation of law. Notwithstanding the
foregoing, "Transfer" does not include any Transfer:
- as a result of a change of control of the Offering Shareholder;
- to an affiliate of the Offering Shareholder;
- pursuant to a public offering or a transaction effected on the New York
Stock Exchange;
- to a "Qualified Institution Buyer" (as defined in Rule 144A under the
Securities Act); or
- to a bank or other lender to secure indebtedness for borrowed money.
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE SUBSCRIPTION OFFER
1. GENERAL. For the subscription right to be validly exercised, a properly
completed and duly executed subscription agreement (or facsimile thereof),
payment in full of the subscription price for each share of Series A preferred
stock subscribed for and any other required documents must be received by the
subscription agent prior to , 1999, the expiration date (as set forth in
the prospectus). Once you have exercised your subscription right, your exercise
may not be revoked.
2. METHOD OF PAYMENT OF SUBSCRIPTION PRICE. Payment of the subscription
price must be by (i) check or money order payable to Zions First National Bank,
as subscription agent, or (ii) wire transfer of funds to the account maintained
by the subscription agent for such purpose at Zions First National Bank, Account
No. ▇▇-▇▇▇▇▇-▇; ABA No. ▇▇▇▇▇▇▇▇▇; Attention: Corporate Trust (reference should
be made to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Co. and your name should be indicated).
The subscription price will be deemed to have been received by the
subscription agent only upon (i) clearance of any uncertified check,
(ii) receipt by the subscription agent of any certified check or bank draft
drawn upon a U.S. bank or of any money order, or (iii) receipt of immediately
available funds in the subscription agent's account designated above. If paying
by uncertified personal check, please note that the funds paid thereby may take
at least five business days to clear. Accordingly, if you wish to pay the
subscription price by means of uncertified personal check, you are urged to make
payment sufficiently in advance of the expiration date to ensure that such
payment is received and clears by 5:00 p.m., Mountain time, on the expiration
date and are urged to consider payment by means of certified or cashier's check,
money order or wire transfer of funds.
3. METHOD OF DELIVERY. This subscription agreement, together with payment
in full of the subscription price for each share of Series A preferred stock
subscribed for pursuant to the subscription right, should be delivered by mail
or otherwise to the subscription agent at its address set forth on the cover of
this subscription agreement. PLEASE DO NOT SEND THIS SUBSCRIPTION AGREEMENT OR
PAYMENT OF THE SUBSCRIPTION PRICE DIRECTLY TO ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
The method of delivery of the subscription agreement and payment of the
subscription price to the subscription agent will be at your election and risk,
but if sent by mail it is recommended that the subscription agreement and such
payment be sent by registered mail, with return receipt requested, and that a
sufficient number of days be allowed to ensure delivery to the subscription
agent and clearance of payment prior to 5:00 p.m., Mountain time, on the
expiration date.
4. SIGNATURE(S). Each of the signatures on this subscription agreement
must be that of the eligible shareholder of record. If any common shares were
held of record on the record date by two or more persons, all such persons must
sign this subscription agreement. If this subscription agreement is signed by a
trustee, executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the subscription
agent of the authority of such person to so act must be submitted with this
subscription agreement.
5. COMMON STOCK HELD BY NOMINEES. Only holders of record of common stock on
the record date may exercise the subscription right. Therefore, eligible
shareholders, such as brokers, dealers, commercial banks, and trust companies,
that on the record date held common stock for the account of others, should
notify the respective beneficial owners of such common stock as soon as possible
to ascertain such beneficial owners' intentions and to obtain instructions with
respect to the subscription right. Beneficial owners of common stock held
through such a nominee holder on the record date should contact the eligible
shareholder and request the eligible shareholder to effect transactions in
accordance with the beneficial owner's instructions. If the beneficial owner so
instructs, the eligible shareholder should complete a subscription agreement and
submit it, together with the proper payment,
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to the subscription agent. Each broker, dealer, commercial bank, trust company
or other nominee holder that held common stock on the record date for more than
one beneficial owner must certify to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the subscription agent:
- the total number of shares of Series A preferred stock subscribed for by
such nominee on behalf of beneficial owners pursuant to the subscription
right,
- the aggregate number of shares of common stock held by it as of the record
date on behalf of each beneficial owner for which it has exercised the
subscription right, and
- the aggregate number of shares of Series A preferred stock being
subscribed for by it on behalf of each such beneficial owner.
6. NO FRACTIONAL SHARES. No fractional shares of Series A preferred stock
will be issued. The number of shares of Series A preferred stock for which an
eligible shareholder may subscribe is proportional to the number of common
shares held by such shareholder on the record date. For purposes of calculating
the number of Series A preferred shares an eligible shareholder is entitled to
subscribe for the aggregate number of common shares held by such eligible
shareholder will be divided by 27 and rounded down to the nearest whole number.
Every 27 shares of common stock held by an eligible shareholder on the record
date will entitle such shareholder to purchase one Series A preferred share.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of this subscription agreement should be
directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ Director of Investor Relations at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or by telephone at
(▇▇▇) ▇▇▇-▇▇▇▇.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the Series A preferred
shares purchased are to be issued in the name of or delivered to a person other
than the person(s) signing this subscription agreement or to an address other
than that shown above in the subscription chart, then the boxes captioned
"Special Issuance Instructions" and/or "Special Delivery Instructions" on this
subscription agreement should be completed.
9. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this subscription agreement must be guaranteed by an eligible
institution. An eligible institution means a firm that is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program. Signatures on this subscription
agreement need not be guaranteed if:
- this subscription agreement is signed by the registered holder(s) of the
common shares (which term, for purposes of this document, shall include
any participant in one of the book-entry transfer facilities whose name
appears on a security position listing as the owner of common shares)
tendered herewith and such holder(s) have not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this subscription agreement; or
- this subscription agreement is submitted for the account of a member firm
of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States.
10. SUBSTITUTE FORM W-9 AND FORM W-8. The purchasing shareholder is
required to provide the subscription agent with either a correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9, which is provided below,
or a properly completed Form W-8. Failure to provide the information on either
Substitute Form W-9 or Form W-8 may subject the tendering stockholder to a
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$50 penalty imposed by the Internal Revenue Service and to a 31% federal income
tax backup withholding on any dividends or sales proceeds with respect to the
Series A preferred shares. The box in Part 2 of Substitute Form W-9 may be
checked if the tendering shareholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the paying agent is not provided with a TIN by the time of
any payment, backup withholding tax of 31% on all payments thereafter will be
withheld until a TIN is provided.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: ZION'S FIRST NATIONAL BANK
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT Social Security Number
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. OR
DEPARTMENT OF THE TREASURY Employer Identification Number
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
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PART 2--Certification--Under penalties of perjury, I certify that: PART 3--Awaiting TIN
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting / / Awaiting TIN
for a number to be issued to me) and
(2) I am not subject to backup withholding either because 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 no longer
subject to backup withholding.
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Certificate Instructions--You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are
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).
Signature ---------------------------------------------------------------------------------- Date----------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE SUBSCRIPTION OFFERING.
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 CHECKED THE BOX IN PART 2
OF THE 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 (1) 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
(2) 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 any payment in respect of the Series A Preferred Shares, 31% of all
payments of dividends made to me thereafter will be withheld until I provide a
number.
Signature ____________________________ Date___________________
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