U.S. FEDERAL INCOME TAX CONSEQUENCES TO
HOLDERS OF OUR COMMON STOCK
The following is a general discussion of the material U.S.
federal income and estate tax consequences relating to the
purchase, ownership and disposition of our common stock by a
holder, but is not a complete analysis of all the potential tax
consequences relating thereto. For the purposes of this
holder is any beneficial owner of our common stock that for U.S.
federal income tax purposes is not a United States
person. For purposes of this discussion, the term
United States person means:
an individual citizen or resident of the United States;
a corporation or a partnership (or other entity taxable as a
corporation or a partnership) created or organized in the United
States or under the laws of the United States or any state
thereof or the District of Columbia;
an estate whose income is subject to U.S. federal income tax
regardless of its source; or
a trust (x) if a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more United States persons have the authority
to control all substantial decisions of the trust or
(y) which has made a valid election to be treated as a
United States person under applicable U.S. Treasury regulations.
If a partnership (or an entity treated as a partnership for U.S.
federal income tax purposes) holds our common stock, the tax
treatment of a partner will generally depend on the status of
the partner and upon the activities of the partnership.
Accordingly, partnerships which hold our common stock and
partners in such partnerships should consult their own tax
This discussion does not address all aspects of U.S. federal
income and estate taxation that may be relevant in light of a
holders special tax status or special circumstances.
Former citizens or residents of the United States, insurance
companies, tax-exempt organizations, partnerships or other
pass-through entities for U.S. federal income tax purposes,
dealers in securities, banks or other financial institutions,
controlled foreign corporations, passive
foreign investment companies, corporations that accumulate
earnings to avoid U.S. federal income tax and investors that
hold our common stock as part of a hedge, straddle or conversion
transaction are among those categories of potential investors
that are subject to special rules not covered in this
discussion. This discussion does not address the tax
holders that do not hold our common stock as a capital asset for
U.S. federal income tax purposes (generally, property held for
investment). This discussion also does not address any tax
consequences arising under the laws of any state, local or
taxing jurisdiction. Furthermore, the following discussion is
based on current provisions of the Internal Revenue Code of
1986, as amended, and Treasury Regulations and administrative
and judicial interpretations thereof, all as in effect on the
date hereof, and all of which are subject to change, possibly
with retroactive effect. No ruling has been or will be sought
from the Internal Revenue Service, or the IRS, with respect to
the matters discussed below, and there can be no assurance that
the IRS will not take a contrary position regarding the tax
consequences of the acquisition, ownership or disposition of our
common stock, or that any such contrary position would not be
sustained by a court. Accordingly, each
holder should consult its own tax advisors regarding the U.S.
federal, state, local and
States income and other tax consequences of acquiring, holding
and disposing of our common stock.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO
THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK, AS
WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR
FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.
Distributions on our common stock, if any, generally will
constitute dividends for U.S. federal income tax purposes to the
extent paid from our current or accumulated earnings and
profits, as determined under