EXHIBIT 99.3
FORM OF
UNITED NATIONAL BANCORP FORM OF ELECTION AND GUIDE
Please refer to the accompanying Proxy Statement/Prospectus for an
explanation of the terms of the election. If you tender your shares of United
National Bancorp Common Stock ("UNB Shares") to make an election, you will not
be able to sell those UNB Shares until after the merger, unless you revoke your
election prior to the Election Deadline.
GUIDE TO FORM OF ELECTION (ON NEXT PAGE)
(1) Please print the number of UNB Shares you are tendering herewith.
(2) The Social Security Number or Taxpayer ID Number as listed on your account.
Please verify that this is your correct Social Security Number or Taxpayer
ID Number. If your Social Security Number or Taxpayer ID Number is
incorrect, please print the correct number in the area provided.
CHOOSE ONE OF THE FOLLOWING ELECTIONS (BOX 3, 4 OR 5)
(3) If you mark this box, you are electing stock consideration for all of your
UNB Shares tendered herewith, subject to possible proration as described in
the accompanying Proxy Statement/Prospectus.
(4) If you mark this box, you are electing cash consideration for all of your
UNB Shares tendered herewith, subject to possible proration as described in
the accompanying Proxy Statement/Prospectus.
(5) If you mark this box, you are electing a combination of stock consideration
and cash consideration, subject to possible proration as described in the
accompanying Proxy Statement/Prospectus. Please insert the number of UNB
Shares tendered herewith for which you are electing stock consideration,
subject to possible proration. Cash consideration, subject to possible
proration, will automatically be elected for the remainder of your UNB
Shares tendered herewith.
(6) Mark this box and complete Box A on the next page if you are unable to
locate any or all of your UNB Share certificates.
(7) Mark this box and complete Box B on the next page if you would like your
stock or cash consideration to be issued in another name.
(8) All registered owners, as shown on the Form of Election, must sign the Form
of Election. Do not sign UNB Share certificates.
(9) Please give us your daytime and/or evening telephone number in case we need
to contact you.
Complete Substitute Form W-9 (on the back of the Form of Election).
If you elect to participate in the Election and your UNB Shares are held in
certificated form, we must receive a properly completed Form of Election,
together with your UNB Share certificate(s) (unless you follow the procedures
for guaranteed delivery or use Election of Lost Certificates) and any other
required documents at one of the addresses below prior to 5:00 P.M., New York
City time, on December 1, 2003.
MAILING ADDRESSES
By Mail: By Overnight Courier: By Hand:
(First Class, Registered (FedEx, Airborne, UPS, Computershare Trust Company of New
or Certified) DHL, USPS Express Mail) York
Computershare Trust Company of New Computershare Trust Company of New 88 Pine Street
York York New York, NY 10005
88 Pine Street 88 Pine Street
New York, NY 10005 New York, NY 10005
Delivery of the Form of Election to an address other than those set forth
above will not constitute a valid delivery to the Exchange Agent.
If you send certificate(s) representing UNB Shares with the Form of
Election by mail, it is recommended that you use registered mail insured for 2%
of the market value ($20.00 minimum), return receipt requested.
For more information, please call (800) 245-7630.
TO CHANGE THE NAME ON YOUR ACCOUNT
1. Tender all UNB Share certificates issued to your account.
2. Provide the exact name, address, and Social Security Number or Taxpayer ID
Number of the new owner in Box B on the next page. If you need more room,
please list the information on a separate sheet.
3. All registered owners must sign the form on the next page exactly as names
currently appear on the Form of Election. Signatures must be Medallion
Guaranteed. A Medallion Guarantee may be executed by a commercial or savings
bank, trust company, credit union or brokerage firm. A Notary Public seal is
not acceptable.
Detach Form Before Mailing
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UNITED NATIONAL BANCORP FORM OF ELECTION
THIS FORM MUST BE RETURNED WITH YOUR STOCK CERTIFICATES.
DO NOT SIGN CERTIFICATES.
(1) Number of UNB Shares tendered herewith
(2) Corrected Taxpayer ID No.
You must mark either Box (3), (4) or (5) to
participate in the Election.
(3) [ ] Mark this box for Stock Consideration
for all of your UNB Shares subject to
possible proration.
OR
(4) [ ] Mark this box for Cash Consideration for
all of your UNB Shares subject to possible
proration.
OR
(5) [ ] Mark this box for a combination of Stock
Consideration and Cash Consideration.
Insert the number of UNB Shares for
which you elect Stock Consideration
subject to possible proration.
(6) [ ] For lost certificates, mark this box and
complete Box A below.
(7) [ ] For a name change, mark this box and
complete Box B below.
(8) --------------------------------------------
SIGNATURE OF OWNER
and
--------------------------------------------
SIGNATURE OF CO-OWNER, IF ANY
(9) --------------------------------------------
DAYTIME PHONE #
--------------------------------------------
EVENING PHONE #
You must complete Substitute Form W-9 on the
reverse side.
BOX A
ELECTION OF LOST UNB SHARE CERTIFICATES
By signing this Form of Election, I certify that I am the lawful owner of the
UNB Shares described on this Form of Election. I have made a diligent search for
the certificate(s), and I have been unable to find it (them). I hereby agree
(for myself, my heirs, assigns and personal representatives), in consideration
of the exchange of the UNB Shares represented by the certificate(s), to
completely indemnify, protect and hold harmless (the "Surety"),
Computershare Trust Company of New York, The PNC Financial Services Group, Inc.,
United National Bancorp and their respective affiliates (collectively the
"Obligees") from and against all losses, costs and damages which the Obligees
may be subject to, or liable for, with respect to the cancellation and exchange
of the certificate(s). I agree that this Form of Election is delivered to
accompany Bond of Indemnity underwritten by the Surety to protect the
foregoing Obligees. I agree to surrender the certificate(s) for cancellation if
I find it (them) at any time.
Certificate Nos. of Lost UNB Share Certificate(s)
----------------------------------------------------------------------------------
Replacement Fee Calculation for Lost UNB Share Certificate(s):
$ $
------------------------ X Insurance Premium Per Share = -----------------
Shares Lost Total Premium Due
Please make your check payable to ____ and enclose with this form.
We will not be able to complete your exchange without this premium. However, the
premium will be waived for any holder who lost a certificate or certificates
representing an aggregate number of ____ UNB Shares or less.
BOX B
CHANGE OF NAME ON ACCOUNT
If you want your shares of The PNC Financial Services Group, Inc. common stock
to be issued in another name, fill in this section with the information for the
new account name. If you need more room, please use a separate sheet.
BOX C
GUARANTEED DELIVERY
If tendered UNB Shares are being delivered pursuant to a notice of guaranteed
delivery, provide the following information.
MEDALLION SIGNATURE GUARANTEE
- --------------------------------------------------------------------------------
- --------------------------------------
NAME
(PLEASE PRINT FIRST, MIDDLE & LAST
NAME)
- --------------------------------------
ADDRESS (NUMBER & STREET)
--------------------------------------
- -------------------------------------- -------------------------------------- DATE OF EXECUTION OF NOTICE OF
ADDRESS (CITY, STATE & ZIP CODE) SIGNATURE OF CURRENT OWNER GUARANTEED DELIVERY
- -------------------------------------- --------------------------------------
NEW ACCOUNT'S SOCIAL SECURITY/ -------------------------------------- NAME OF INSTITUTION THAT GUARANTEED
TAXPAYER ID NO. SIGNATURE OF CO-OWNER, IF ANY DELIVERY
(CONTINUED ON THE REVERSE SIDE)
DETACH FORM BEFORE MAILING
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 TAXPAYER IDENTIFICATION NUMBER --
FORM W-9 Please provide your TIN in the box at right ---------------------------------------
and certify by signing and dating below. If SOCIAL SECURITY NUMBER
awaiting TIN, write "Applied For." OR
---------------------------------------
EMPLOYER IDENTIFICATION NUMBER
--------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 PAYEES EXEMPT FROM BACKUP WITHHOLDING -- Check the box if you are exempt from
INTERNAL REVENUE SERVICE backup withholding. [ ]
--------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 3 CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
TAXPAYER (1) The number shown on this form is my correct taxpayer identification number (or
IDENTIFICATION NUMBER I am waiting for a number to be issued to me), and
("TIN")
AND CERTIFICATION (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
NAME (PLEASE PRINT) (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
STREET ADDRESS longer subject to backup withholding, and
- --------------------------
CITY, STATE AND ZIP CODE (3) I am a U.S. person (including a U.S. resident alien).
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 you
have failed to report all interest and 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 that you are no longer subject to backup
withholding, do not cross out item (2).
- ------------------------------------------------------------------------------------------------------------------
SIGNATURE ------------------------------------------ DATE --------------------
- ------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF
ANY PAYMENTS MADE TO YOU WITH RESPECT TO SURRENDERED SHARES. IN ADDITION,
FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY
THE INTERNAL REVENUE SERVICE. 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 WROTE
"APPLIED FOR" INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9
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 by the time of payment, 28%
of all reportable payments made to me will be withheld until I provide a number.
Signature ------------------------------ Date -------------------------
INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION
These instructions are for the accompanying Form of Election for the shares
of common stock of United National Bancorp ("UNB Shares"). All elections are
subject to the terms of the merger agreement that was furnished to shareholders
as part of the proxy statement/prospectus dated October 29, 2003.
As described in the proxy statement/prospectus, we cannot guarantee that
you will receive the form of payment that you elect. It is very important that
you complete, sign and return the Form of Election to the Computershare Trust
Company of New York, the Exchange Agent, before 5:00 P.M., New York City time,
on December 1, 2003, the Election Deadline. Please use the enclosed green
envelope, addressed to the Exchange Agent, to return the Form of Election,
together with all of your UNB Share certificates or submit your shares by
book-entry transfer (see below). All UNB Share certificates must be submitted
with the Form of Election no matter what election you make, unless the procedure
for book-entry transfer is followed (see below). If you tender your UNB Shares
to make an election, you will not be able to sell those UNB Shares until after
the merger, unless you revoke your election prior to the Election Deadline.
Any disputes regarding your election or the elections made by other United
National shareholders will be resolved by PNC, whose decision will be final for
all parties concerned. The Exchange Agent has the absolute right to reject any
and all Forms of Election which it determines are not in proper form or to waive
defects in any form. Surrenders of certificates will not be effective until all
defects or irregularities that have not been waived by the Exchange Agent have
been corrected. Please return your Form of Election promptly to allow sufficient
time to correct any possible deficiencies before the Election Deadline.
SHARES HELD BY A BROKER, BANK OR OTHER NOMINEE; BOOK-ENTRY TRANSFER
If some of your shares are held in "street name" by a broker, bank or other
nominee, please contact your broker, bank or other nominee for instructions on
what to do with those shares, and follow those instructions. These shares may be
eligible for book-entry transfer from your broker, bank or other nominee to the
account of the Exchange Agent. These instructions may require that you and your
broker, bank or other nominee complete and deliver, to the Exchange Agent, the
enclosed Notice of Guaranteed Delivery, along with a duly executed Form of
Election. In completing the Notice of Guaranteed Delivery, you or your broker,
bank or other nominee should check the applicable box on the Notice of
Guaranteed Delivery to indicate that the shares will be tendered by book-entry
transfer, and provide the DTC Account Number and Transaction Code Number in the
applicable spaces.
ACCOUNT INFORMATION
The front of the Form of Election shows the registration of your account
and the number of shares owned by you as reflected on the records of United
National at the time of mailing these instructions.
Mark through any incorrect address information that is printed in this area
on the Form of Election. Clearly print your correct address in the space beside
the printed information.
If you are a trustee, executor, administrator or someone who is acting on
behalf of a shareholder and your name is not printed on the Form of Election,
you must include your full title and send us proper evidence of your authority
to submit the form to exchange the UNB Shares.
ELECTION OPTIONS AND REQUIRED SIGNATURES
The terms of the merger agreement allow you to choose the form of
consideration you receive in exchange for your UNB Shares. However, because the
number of PNC shares and the amount of cash to be issued in the merger are
fixed, we cannot guarantee that you will receive the form of merger
consideration that you elect. Shareholders receiving any PNC common stock as
consideration in the merger will receive cash in lieu of any fractional shares
of PNC common stock. For more information, please refer to the proxy
statement/prospectus dated October 29, 2003. Regardless of the option you
choose, your stock certificates or notice of guaranteed delivery must be
returned with the completed and duly executed Form of Election for your election
to be valid. If you do not hold shares in certificated form, you are still
required to complete and return the Form of Election (please contact your
broker, bank or other nominee for more information).
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PAYMENT OPTIONS
Select from the following options:
5. Stock consideration, subject to possible proration.
6. Cash consideration, subject to possible proration.
7. Stock consideration, subject to possible proration, for the number of
shares designated by you as being tendered in the space provided on the
Form of Election, and cash consideration, subject to possible
proration, for the remainder of your shares tendered.
If you fail to submit a properly completed Form of Election, together with
your stock certificates (or a properly completed Notice of Guaranteed Delivery)
or complete the procedure for book-entry transfer, prior to the Election
Deadline, you will be deemed not to have made an election. As a non-electing
holder, you will be paid approximately equivalent value per share to the amount
paid per share to holders making elections, but you may be paid all in cash, all
in PNC common stock, or in part cash and in part PNC common stock, depending on
the remaining pool of cash and PNC common stock available for paying merger
consideration after honoring the cash elections and stock elections that other
shareholders have made.
REQUIRED SIGNATURES
All shareholders listed on the account must sign the Form of Election.
Please be sure to include your daytime telephone number.
TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING
In order to avoid "backup withholding" of federal income tax on payment of
the merger consideration, each holder of UNB Shares must, unless an exemption
applies, provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 in this Letter of
Transmittal and certify, under penalties of perjury, that such TIN is correct,
that such shareholder is not subject to backup withholding and that such
shareholder is a U.S. person. If a surrendering shareholder is subject to backup
withholding, such shareholder must cross out item (2) of the Certification in
Part 3 of the Substitute Form W-9.
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding can be credited against the federal income tax liability of
the person subject to the backup withholding, provided that the required
information is given to the Internal Revenue Service ("IRS"). If backup
withholding results in an overpayment of tax, a refund can be obtained by the
shareholder upon filing an income tax return.
The surrendering shareholder is required to give the Exchange Agent the TIN
(i.e., the social security number or the employer identification number) of the
record holder of the UNB Shares. If the UNB Shares are held 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 guidance on which number to report.
If the surrendering shareholder has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future, such shareholder
should write "Applied For" in the space provided for the TIN in Part 1 of the
Substitute Form W-9 and sign and date the Substitute Form W-9, and the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number
is completed, the Exchange Agent will withhold 28% on all reportable payments
made prior to the time a properly certified TIN is provided to the Exchange
Agent.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are exempt from backup withholding.
Non-corporate, non-U.S. holders should complete, sign and submit an appropriate
Form W-8 in order to avoid backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
UNLESS YOU ARE REPORTING LOST CERTIFICATES, ARE CHANGING THE NAME ON YOUR
ACCOUNT, OR ARE TENDERING PURSUANT TO A NOTICE OF GUARANTEED DELIVERY, YOU NEED
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NOT CONTINUE TO THE BACK OF THE FORM. HOWEVER, BEFORE YOU MAIL YOUR FORM OF
ELECTION, MAKE SURE YOU DO THE FOLLOWING:
1. Verify the election you have chosen;
2. Sign, date and include your daytime phone number;
3. Verify the Social Security Number or Taxpayer ID Number printed on the
form and complete the Substitute Form W-9; and
4. Include your UNB Share certificates along with the Form of Election in
the enclosed green envelope.
BOX A: ELECTION OF LOST UNB SHARE CERTIFICATES
Complete Box A if you are unable to locate any or all of the certificates
of your UNB Shares tendered.
BOX B: CHANGE OF NAME ON ACCOUNT
If you want your shares of PNC common stock registered in, and/or your
check made payable to, a name or names different from the name(s) printed on the
Form of Election, please follow the instructions below.
First, print the name(s) and address(es) of the person(s) to receive the
shares of PNC common stock and/or check in the space provided. Then, refer to
the procedures printed below for the requirements needed to make some of the
most frequently requested types of registration changes. These documents must
accompany your UNB Share certificate(s), if applicable, and your Form of
Election.
NAME CHANGE DUE TO MARRIAGE OR TRANSFER OF OWNERSHIP TO ANOTHER INDIVIDUAL:
1. Obtain a signature guarantee for the shareholder whose name is printed
on the Form of Election. If it is a joint account, both owners must
sign and have their signatures guaranteed. Each signature must be
guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer
Agents Medallion Program (STAMP), or by a stockbroker who is a member
of STAMP. The signature of a Notary Public is not acceptable for this
purpose.
SHAREHOLDER WHOSE NAME IS PRINTED ON THE FORM OF ELECTION IS DECEASED. YOU ARE
THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE:
1. Provide a certified (under raised seal) copy of the Court Qualification
appointing the legal representative (dated within 60 days).
2. Obtain a signature guarantee for the legal representative. The
signature must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member of the
Securities Transfer Agents Medallion Program (STAMP), or by a
stockbroker who is a member of STAMP. The signature of a Notary Public
is not acceptable for this purpose.
THE ACCOUNT IS A JOINT ACCOUNT AND ONE OF THE ACCOUNT HOLDERS IS DECEASED.
ISSUING SHARES AND/OR CHECK TO THE SURVIVOR ONLY:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor's signature (signature guarantee is not necessary in this
case).
THE ACCOUNT IS A JOINT ACCOUNT AND ONE OF THE ACCOUNT HOLDERS IS DECEASED.
ISSUING SHARES AND/OR CHECK TO THE SURVIVOR AND ADDING A NAME:
1. Provide a certified (under raised seal) copy of death certificate.
2. Survivor must obtain a signature guarantee. The signature must be
guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer
Agents
3
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. The
signature of a Notary Public is not acceptable for this purpose.
THE ACCOUNT IS A CUSTODIAL ACCOUNT AND THE FORMER MINOR HAS REACHED THE LEGAL
AGE OF MAJORITY:
1. The former minor must obtain a signature guarantee. The signature must
be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Security Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of
STAMP. The signature of a Notary Public is not acceptable for this
purpose.
2. Provide a certified (under raised seal) copy of the birth certificate
for the former minor.
IF THE REQUEST IS BEING MADE BY THE MINOR WHO HAS NOW REACHED THE AGE OF
MAJORITY:
1. The former minor must obtain a signature guarantee. This signature must
be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer
Agents Medallion Program (STAMP), or by a stockbroker who is a member
of STAMP. The signature of a Notary Public is not acceptable for this
purpose.
YOU WANT TO HAVE THE ACCOUNT REGISTERED IN THE NAME OF A TRUST:
1. Obtain a signature guarantee for the shareholder whose name is printed
on the Form of Election. If it is a joint account, both owners must
sign and have their signatures guaranteed. Each signature must be
guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer
Agents Medallion Program (STAMP), or by a stockbroker who is a member
of STAMP. The signature of a Notary Public is not acceptable for this
purpose.
2. Provide a copy of the first and last pages of the trust agreement.
If your circumstances differ from those listed above, or if you have any
other questions, please contact the Exchange Agent at (800) 245-7630 (toll
free).
BOX C: NOTICE OF GUARANTEED DELIVERY
Complete this area if you are not delivering your UNB Share certificate(s)
with the Form of Election or the procedure for book-entry transfer cannot be
completed on a timely basis and you will be completing the enclosed Notice of
Guaranteed Delivery. Shareholders whose certificate(s) for UNB Shares are not
immediately available or who cannot deliver their certificates for UNB Shares to
the Exchange Agent or the tendering of whose UNB Shares by book-entry transfer
cannot be completed on or prior to the Election Deadline may make an effective
election for their UNB Shares by properly completing and duly executing the
enclosed Notice of Guaranteed Delivery. Pursuant to this procedure, (i) the
election must be made by or through an eligible institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery must be received by
the Exchange Agent, together with a properly completed and duly executed Form of
Election (or a manually signed facsimile thereof), on or prior to the Election
Deadline, and (iii) the certificate(s) evidencing all physically surrendered UNB
Shares (or a confirmation evidencing the transfer of all UNB Shares tendered by
book-entry transfer), together with any required signature guarantees, and any
other documents required by this Form of Election, must be received by the
Exchange Agent by 5:00 P.M., New York City time, on the date that is two
business days after the Election Deadline. Please read the Notice of Guaranteed
Delivery for more information.
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DELIVERY INSTRUCTIONS
The Exchange Agent is:
Computershare Trust Company of New York
For more information, please call (800) 245-7630.
By Mail: By Facsimile Transmission:
(First Class, Registered or Certified) (212) 701-7636
Computershare Trust Company of New York To Confirm Facsimile Transmission:
88 Pine Street (For Eligible Institutions Only)
New York, NY 10005 (212) 701-7600
By Overnight Courier: By Hand:
(FedEx, Airborne, UPS, DHL, USPS Express Mail)
Computershare Trust Company of New York
88 Pine Street Computershare Trust Company of New York
New York, NY 10005 88 Pine Street
New York, NY 10005