LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
CEDAR INCOME FUND, LTD.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 12, 1998 BY
CEDAR BAY COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME, ON FEBRUARY 10, 1998, UNLESS THE OFFER IS EXTENDED
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The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail: By Facsimile: By Hand or Overnight Courier:
Tender & Exchange (For Eligible Institutions Only) Tender & Exchange
Department (212) 815-6213 Department
P.O. Box 11248 101 Barclay Street
Church Street Station Confirm Facsimile By Telephone: Receive and Deliver Window
New York, New York 1-800-507-9537 New York, New York 10286
10286-1248
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
Names(s) of Registered
Holders(s):_________________________________________________________________
Window Ticket Number (if
any):_______________________________________________________________________
Date of Execution of Notice of Guaranteed
Delivery:___________________________________________________________________
Name of Institution which Guaranteed
Delivery:___________________________________________________________________
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) and
(Please fill in, if blank, exactly as name(s) Share(s) Tendered
appear(s) on share certificate(s)) (Attach additional list if necessary)
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Total Number of Shares
Share Represented Number
Certificate by Share of Shares
Number(s)* Certificate(s)* Tendered**
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Total Shares
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* Need not be completed by book-entry stockholders.
** Unless otherwise indicated, it will be assumed that all Shares represented by certificates delivered
to the Depositary are being tendered. See Instruction 4.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share Certificates To be completed ONLY if Share Certificates
not tendered or not purchased and/or the not tendered or not purchased and/or the
check for the purchase price of Shares pur- check for the purchase price of Shares pur-
chased are to be issued in the name of some- chased are to be sent to someone other than
one other than the undersigned, or if Shares the undersigned, or to the undersigned at an
tendered by book-entry transfer which are not address other than that shown on the front
purchased are to be returned by credit to an cover:
account maintained at a Book-Entry Transfer
Facility other than that designated on the Mail check and/or certificates to:
front cover:
Name:_________________________________________
(Please Print)
Issue check and/or certificates to: Address:______________________________________
Name:__________________________________________ ______________________________________________
(Please Print) (Include Zip Code)
Address:_______________________________________ ______________________________________________
(Taxpayer Identification or Social Security No.)
_______________________________________________ (See substitute Form W-9 on back cover)
(Include Zip Code)
_______________________________________________
(Taxpayer Identification or Social Security No.)
(See substitute Form W-9 on back cover)
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SIGN HERE
(Please complete Substitute Form W-9)
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(Signature(s) of Owner(s)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the necessary information. See
Instruction 5).
Name(s)
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(Please Print)
Capacity (Full Title):
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Tax Identification or Social Security No.:
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(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required -- see Instructions 1 and 5)
Authorized Signature:
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Name:
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Name of Firm:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Dated:
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Ladies and Gentlemen:
The undersigned hereby tenders to Cedar Bay Company, a New York general
partnership (the "Purchaser"), the above-described shares of Common Stock, par
value $1.00 per share (the "Shares"), of Cedar Income Fund, Ltd., an Iowa
business corporation ("the Company"), at a price of $7.00 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 12, 1998 ("Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of
its subsidiaries or affiliates the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment will
not relieve the Purchaser of its obligation under the Offer or prejudice the
rights of tendering shareholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of Purchaser all right, title and interest in and to all
of the Shares that are being tendered hereby and any and all dividends on the
Shares or any distribution (including, without limitation, the issuance of
additional Shares pursuant to a stock dividend or stock split, the issuance of
other securities or the issuance of rights for the purchase of any securities)
with respect to the Shares that is declared or paid by the Company on or after
January 12, 1998 and is payable or distributable to stockholders of record on a
date prior to the transfer into the name of Purchaser or its nominees or
transferees on the Company's stock transfer records of the Shares purchased
pursuant to the Offer (a "Distribution"), and constitutes and irrevocably
appoints the Depositary the true and lawful agent, attorney-in-fact and proxy
of the undersigned to the full extent of the undersigned's rights with respect
to such Shares (and any Distributions) with full power of substitution (such
power of attorney and proxy being deemed to be an irrevocable power coupled
with an interest), to (a) deliver certificates representing ownership of Shares
(and any Distributions), or transfer ownership of such Shares on the account
books maintained by the Book-Entry Transfer Facilities, together in either such
case with all accompanying evidences of transfer and authenticity, to or upon
the order of Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the purchase price, (b) present such Shares (and any Distributions)
for transfer on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
Distributions), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints Leo S. Ullman and Brenda
Walker, and each of them, the attorneys-in-fact and proxies of the undersigned,
each with full power of substitution, to vote in such manner as each such
attorney and proxy or his substitute shall, in his sole discretion, deem
proper, and otherwise act (including pursuant to written consent) with respect
to all of the Shares tendered hereby which have been accepted for payment by
Purchaser prior to the time of such vote or action (and any Distributions)
which the undersigned is entitled to vote at any meeting of stockholders
(whether annual or special and whether or not an adjourned meeting) of the
Company, or by written consent in lieu of such meeting, or otherwise. This
power of attorney and proxy is coupled with an interest in the Company and in
the Shares, and is irrevocable and is granted in consideration of, and is
effective upon, the acceptance for payment of such Shares by Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall
revoke, without further action, any other power of attorney or proxy granted by
the undersigned at any time with respect to such Shares (and any Distributions)
and no subsequent powers of attorney or proxies will be given (and if given
will be deemed not to be effective) with respect thereto by the undersigned.
The undersigned understands that Purchaser reserves the right to require that,
in order for Shares to be deemed validly tendered, immediately upon Purchaser's
acceptance for payment of such Shares, Purchaser is able to exercise full
voting rights with respect to such Shares and other securities, including
voting at any meeting of stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions relating thereto) and that, when the
same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby (and any Distributions relating thereto). In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of
Purchaser any and all other Distributions in respect to the Shares tendered
hereby, accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, Purchaser shall be entitled to all
rights and privileges as owner of any such Distributions, and may withhold the
entire purchase price or deduct from the purchase price of Shares tendered
hereby the amount or value thereof, as determined by Purchaser in its sole
discretion.
All authority herein conferred or herein 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, executors, administrators, legal representatives, successors and assigns
of the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 8 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
representing Shares not tendered or accepted for payment in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
certificates representing Shares not tendered or accepted for payment (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature. In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please
issue the check for the purchase price and/or return any certificates
representing Shares not tendered or accepted for payment in the name(s) of, and
deliver said check and/or return certificates to, the person or persons so
indicated. Stockholders tendering Shares by book-entry transfer may request
that any Shares not accepted for payment be returned by crediting such account
maintained at such Book-Entry Transfer Facility as such stockholder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that Purchaser has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares from the name of the
registered holder thereof if Purchaser does not accept for payment any of such
Shares.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES.
No signature guarantee on this Letter of Transmittal is required (i) if
this Letter of Transmittal is signed by the registered holder (which term, for
purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) of the Shares tendered herewith, unless such holder has completed
either (1) the box entitled "Special Delivery Instructions" or (2) the box
entitled "Special Payment Instructions" on this Letter of Transmittal or (ii) if
such Shares are tendered for the account of a firm that is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agent's Medallion Program (an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
This Letter of Transmittal is to be used either if certificates
representing Shares ("Share Certificates") are to be forwarded herewith or, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in Section 8 of the Offer to Purchase. Share Certificates,
or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer
of such Shares into the Depositary's account at a Book-Entry Transfer Facility,
as well as this Letter of Transmittal (or a facsimile hereof), properly
completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date. Stockholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot complete
the procedures for delivery by book-entry transfer on a timely basis may tender
their Shares by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth in Section 8
of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be
made by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by Purchaser, must be received by the Depositary on or prior to the Expiration
Date; and (iii) the Share Certificates (or a Book-Entry Confirmation)
representing all tendered Shares, in proper form for transfer, together with a
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three (3) New York Stock Exchange, Inc. ("NYSE") trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in
Section 8 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE
TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal or facsimile thereof, waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE.
If the space provided herein is inadequate, the certificate numbers and/or
the number of Shares and any other required information should be listed on a
separate schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If fewer than all the Shares evidenced by any certificate submitted are to
be tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered". In such case, new certificate(s) for the
remainder of the Shares that were evidenced by your old certificate(s) will be
sent to you, unless otherwise provided in the appropriate box marked "Special
Payment Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of
the Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to or
certificates for Shares not tendered or purchased are to be issued in the name
of a person other than the registered owner(s). Signatures on such certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares listed, the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner(s) appear(s) on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. STOCK TRANSFER TAXES.
Except as set forth in this Instruction 6, Purchaser will pay or cause to
be paid any stock transfer taxes with respect to the transfer and sale of
purchased Shares to it or its order pursuant to the Offer. If, however, payment
of the purchase price is to be made to, or if certificates for Shares not
tendered or purchased are to be registered in the name of, any person other
than the registered holder, or if tendered certificates are registered in the
name of any person other than the person(s) signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder or such person) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence of the payment
of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.
If a check is to be issued in the name of and/or certificates for
unpurchased Shares are to be returned to a person other than the signer of this
Letter of Transmittal or if a check is to be sent and/or such certificates are
to be returned to someone other than the signer of this Letter of Transmittal
or to an address other than that shown on the front cover hereof, the
appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares
not purchased be credited to such account maintained at such Book-Entry
Transfer Facility as such stockholder may designate hereon. If no such
instructions are given, such Shares not purchased will be returned by crediting
the account at the Book-Entry Transfer Facility designated above. See
Instruction 1.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Requests for assistance may be directed to the Information Agent at its
address set forth below. Requests for additional copies of the Offer to
Purchase and this Letter of Transmittal may be directed to the Information
Agent or to brokers, dealers, commercial banks or trust companies.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.
Under U.S. Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") and certify that
such TIN is true, correct and complete on Substitute Form W-9 below. If the
Depositary is not provided with the correct TIN, the Internal Revenue Service
may subject the stockholder or other payee to a $50 penalty, and the payments
that are made to such stockholder or other payee with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to backup withholding. In order
for a foreign individual to qualify as an exempt recipient, the stockholder
must submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A form W-8 can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are 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.
10. LOST, DESTROYED OR STOLEN CERTIFICATES.
If any certificate(s) representing Shares has been lost, destroyed or
stolen, the stockholder should promptly notify the Transfer Agent. The
stockholder will then be instructed as to the steps that must be taken in order
to replace the certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost or destroyed
certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9)
PAYER'S NAME: THE BANK OF NEW YORK
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PART I - PLEASE PROVIDE YOUR TAXPAYER --------------------------
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT Social Security Number(s)
RIGHT AND CERTIFY BY SIGNING AND DATING OR
SUBSTITUTE BELOW. --------------------------
FORM Employer Identification
W-9 Number(s)
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PART 2 -- CERTIFICATION -- Under penalties of Part 3 --
perjury, I certify that: Awaiting TIN
Department of the (1) the number shown on this form is my correct Tax- [ ]
Treasury payer Identification Number (or I am waiting for a
Internal Revenue Service number to be issued to me) and -----------------------------
Payer's Request for (2) I am not subject to backup withholding because
Taxpayer Identification (a) I am exempt from backup withholding, or (b) I Part 4 --
Number (TIN) have not been notified by the Internal Revenue Awaiting TIN
Service ("IRS") that I am subject to backup with- [ ]
holding 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.
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Certification 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 returns. 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 such item (2). If you are exempt from backup withholding, check the
box in Part 4 above.
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Signature Date:
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1998
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
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 (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 to
the Depositary, 31% of all reportable payments made to me will be withheld,
but will be refunded to me if I provide a taxpayer identification number
within 60 days.
, 1998
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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 OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH
STOCKHOLDER OF CEDAR INCOME FUND, LTD. OR HIS BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ITS ADDRESS SET FORTH
BELOW:
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
By Mail: By Facsimile: By Hand or Overnight Courier:
Tender & Exchange (For Eligible Institutions Only) Tender & Exchange
Department (212) 815-6213 Department
P.O. Box 11248 101 Barclay Street
Church Street Station Confirm Facsimile By Telephone: Receive and Deliver Window
New York, New York 1-800-507-9537 New York, New York 10286
10286-1248
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and other tender offer
materials may be obtained from the Information Agent as set forth below, and
will be furnished promptly at Purchaser's expense. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
& COMPANY INC.
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Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064