STA
THE
SECURITIES TRANSFER
ASSOCIATION, INC.
November 26, 2012
BOARD OF DIRECTORS
CHARLES V. ROSSI, President
Executive Vice President, US Client Services
Computershare
Canton, Massachusetts
THOMAS L. MONTRONE, Vice President &
Assistant Secretary
Chairman, President & Chief Executive Officer
Registrar and Transfer Company
Cranford, New Jersey
WILLIAM J. SPEIRS, Treasurer
Director, Compliance and Risk
Canadian Stock Transfer Company, Inc.
Toronto, Ontario, Canada
STEVEN NELSON, Secretary
Chairman and President
Continental Stock Transfer & Trust Co.
New York, New York
_________________________
CHARLES S. HAWKINS
Vice President, Enterprise Investor Services
BNY Mellon Asset Servicing
Wilmington, Delaware
MARK HEALY
President & Chief Executive Officer
American Stock Transfer & Trust Company
New York, New York
SALLI A. MARINOV
President & Chief Executive Officer
First American Stock Transfer, Inc.
Phoenix, Arizona
TODD J. MAY
Senior Vice President
Wells Fargo Shareowner Services
Mendota Heights, Minnesota
MARIO PASSUDETTI
Managing Director
The Bank of New York Mellon
New York, New York
EXECUTIVE DIRECTOR
CYNTHIA JONES
Dear Member,
As a result of ongoing discussions with DTCC, we have revised the
documents and some of the procedures that I outlined in my earlier
communication on 11/19.
The attached Declaration is designed to eliminate the need for two
different notarized affidavits, one covering Cede and Co certificates
and the other customer name certificates. This new process will
streamline the communications between DTCC and Representatives
(Agents and Trustees). The indemnification for Issuers and
Representatives remains the same. However, there is a significant
change in the procedures for #10 of the Declaration. In the last
communication, we said that transfer agents needed to put a stop on
their records on all certificate requests and notify S.I.C. In this latest
version, agents will only place stops on their records when directed to
by DTCC who will report the certificates as “lost” to the S.I.C.
Attached is a revised procedure reflecting the change(s), and the final
version of the Declaration which has been reviewed by the legal
committee of the STA.
Thank you all for your cooperation, and if anyone has any questions,
please contact me directly.
ADMINISTRATOR
CAROL A. GAFFNEY
Charles V. Rossi
President
The Securities Transfer Association, Inc.
P.O. BOX 5220

HAZLET, NEW JERSEY 07730-5220

(732) 888-6040

EMAIL: [email protected]

WEB: http:\\www.stai.org
To All STA Members: RE: REVISED Special Procedures Regarding Replacement of Unavailable Certificates Due to Hurricane Sandy The STA has been working with DTC to develop a solution for the replacement and transfer of shares represented by certificates held in DTC’s vault that are currently inaccessible due to damage caused by Hurricane Sandy. The resultant procedures are designed to facilitate this process while, at the same time, maintaining full protection for agents, issuers and shareholders. Illegible or Unavailable Certificates: DTC will provide the following documentation:  A Declaration of Unavailable Certificate(s) and Limited Indemnity (“Declaration”) executed by a Managing Director or Vice President of DTC. Please note that DTC will be using a signature stamp on the Declaration. The Declaration covers both certificates registered to CEDE & CO and certificates issued to other registered shareholders held in custody on behalf of DTC participants.  Schedule 1 of the Declaration which is a list of certificates to be replaced by the Transfer Agent and which will include the following information: o Company Name o CUSIP o Class of Stock o Certificate Number including Certificate Prefix o Number of Shares/Units o Name of Registered Holder  An image (if available) of each certificate listed in Schedule 1 Please note that the Transfer Agent is required to place a stop transfer on its records for each certificate replaced under this procedure, only if DTC, as part of its presentment of the item or in a subsequent communication, reports to the Transfer Agent that the certificate is lost, in which case DTC will report the certificate(s) as “lost” to the SIC. The failure of Transfer Agents to place a stop on the certificate will preclude a claim for indemnity. The Transfer Agent is not required to file the X17. In addition, if a certificate replaced under this procedure is subsequently presented for transfer, the Transfer Agent is required to promptly notify DTC prior to executing the transfer to enable DTC to seek injunctive relief to prevent such transfer. Unless otherwise directed by DTC, notice shall be by email to Richard Merckling ([email protected]), Thomas Joyce ([email protected]) and Joseph Graziano ([email protected]) and by fax (fax number to be provided by DTC on Declaration). Subsequent Return of Certificates: In the event DTC locates an Unavailable Certificate, it will return it to the transfer agent for cancellation. Transfer agents should follow their normal cancellation procedures. Legible Certificates: If certificates are legible and ownership can be determined, then the Transfer Agent should accept and process the replacement following normal procedures. Attached is a copy of the Declaration. The STA strongly urges all members to adopt these procedures immediately and that every effort is made to expedite the replacement process. November, 2012 Unavailable Certificates-ALL 11/24/12
DATE____
DECLARATION OF UNAVAILABLE CERTIFICATE(S)
AND LIMITED INDEMNITY
Name of Agent or Trustee (the “Representative”):
_____________________________________________
The undersigned, a Managing Director or Vice President of The Depository Trust
Company (“DTC”), hereby declares and states:
1.
I am a duly authorized officer of DTC and make this declaration (the
“Declaration”) in my official capacity (not my personal capacity), having been duly
authorized to execute this Declaration by DTC.
2.
DTC is either the true, lawful, present and legal (a) registered holder of Security
Certificate(s)1 (the “Unavailable Certificate(s)”), with full legal authority to transfer all
right, title and interest in the Unavailable Certificates; or (b) custodian of the Unavailable
Certificate(s). The Unavailable Certificate(s) are identified on Schedule 1 hereto, listing
the name of the Issuer, CUSIP number, certificate number, number of shares/units, the
name of the registered owner and, if available to DTC, the prefix to the CUSIP number
and the class of stock..
3.
DTC is currently unable to Deliver the Unavailable Certificate(s) because DTC’s
vault, where the Unavailable Certificates are held, was flooded by Hurricane Sandy.
4.
Neither DTC nor its nominee, Cede & Co. (“Cede”) (in the case of certificates
registered in the name of Cede) has: (i) pledged, hypothecated, sold, transferred or
deposited under any agreement or assigned or disposed of the Unavailable Certificate(s)
nor any rights or interests therein; (ii) Indorsed the Unavailable Certificate(s) (on the
Unavailable Certificate(s) or on a separate document); (iii) Delivered the Unavailable
Certificate(s) to any other Person; or (iv) signed any power of attorney, assignment or
authorization respecting the Unavailable Certificate(s).
5.
This Declaration is made for the purpose of inducing the issuer of the Unavailable
Certificates (the “Issuer”) and the Representative: (i) to refuse to recognize any Person
other than the current registered owner (including DTC in the case of Cede) (“Registered
Owner”) of the Unavailable Certificate(s) as the owner of the Unavailable Certificate(s);
(ii) to refuse to take any other action with respect to the Unavailable Certificate(s)
pursuant to the request or demand of any Person other than the Registered Owner; (iii) to
issue, execute and Deliver to DTC replacement Securities (either in book-entry or
1
Capitalized terms not defined herein shall have the meaning as defined in Articles 1
and 8 of the Uniform Commercial Code.
33345644v8
Unavailable Certificates ALL
certificate form, as requested) in form and substance identical to the Unavailable
Certificate(s) in substitution for the Unavailable Certificate(s) (the “Replacement
Securities”); and (iv) to take such action in respect of the Unavailable Certificate(s), upon
the instruction of the Registered Owner, that it otherwise would take, consistent with
applicable law, if such Unavailable Certificate(s) had been Delivered to the Issuer or
Representative.
6.
If the Unavailable Certificate(s) shall become available to DTC after the Issuer
has issued Replacement Securities, DTC shall promptly Deliver the same to the Issuer or
the Representative, for cancellation without receiving any consideration thereof.
7.
DTC shall, in consideration of the foregoing, indemnify and hold harmless the
Issuer, the Representative, and their respective successors, assigns and agents, from and
against any and all costs, damages, losses, reasonable attorney’s fees, penalties,
judgments, taxes or expenses (“Losses”) directly resulting from the proper presentment of
the Unavailable Certificate(s) by a Protected Purchaser (the “Indemnity”). The Indemnity
is limited to a single recovery for the Issuer and the Representative, and their respective
successors, assigns and agents, in the aggregate per each Unavailable Certificate.
8.
The Indemnity shall terminate and be deemed null and void ab initio on the date
that DTC or Cede Delivers the actual Unavailable Certificate(s) to the Issuer or
Representative (notwithstanding the condition of such Unavailable Certificate(s), so long
as they are identifiable as the Unavailable Certificate(s)).
9.
Until or unless DTC or Cede shall satisfy the condition for terminating the
Indemnity as set forth in Paragraph 8, the Indemnity shall not terminate and shall remain
in full force and effect.
10.
If, upon delivering the Indemnity to the Issuer or the Representative, DTC reports
to the Securities Information Center and the Representative that the Unavailable
Certificate(s) are “lost,” the Indemnity shall be enforceable only if, after such report, the
Representative shall have placed a stop transfer with respect to the Unavailable
Certificate(s) and complied therewith, except to the extent registration of the transfer of
the Unavailable Certificate(s) is required by law after proper presentment by a Protected
Purchaser, in which case the Representative shall provide prompt notice2 to DTC prior to
such transfer to enable DTC to seek injunctive relief to prevent such transfer.
11.
This Declaration and Indemnity, and provisions, thereof shall be governed by and
construed in accordance with the laws of the State of New York.
2
Unless otherwise directed by DTC, notice shall be by email to: The Depository Trust
Company: Richard Merckling ([email protected]), Thomas Joyce
([email protected]) and Joseph Graziano ([email protected]) and by fax: ______.
2
Unavailable Certificates ALL
12.
DTC waives any defense to enforcement of this Declaration and Indemnity based
on the genuineness of my signature below (including by use of a signature stamp) and my
corporate authority to execute the same.
13.
I declare under penalty of perjury under applicable law, as of the date written
above, that the foregoing is true and correct.
THE DEPOSITORY TRUST
COMPANY
By:SIGNATURE STAMP
(Including signature, name, title,
address)
3
Unavailable Certificates ALL
SCHEDULE 1
Unavailable Certificates
4