unless we receive certification of the holder's non-United States status.
Depending on the circumstances, this certification will need to be provided
(1) directly by the non-U.S. holder,
(2) in the case of a non-U.S. holder that is treated as a partnership or
other fiscally transparent entity, by the partners, shareholders or
other beneficiaries of such entity, or
(3) by qualified financial institutions or other qualified entities on
behalf of the non-U.S. holder.
Information reporting and backup withholding at the rate of 31% generally
will not apply to the payment of the proceeds of the disposition of Class A
common stock by a holder to or through the United States office of a broker or
through a non-United States branch of a United States broker unless the holder
either certifies its status as a non-U.S. holder under penalties of perjury or
otherwise establishes an exemption. The payment of the proceeds of the
disposition by a non-U.S. holder of Class A common stock to or through a non-
United States office of a non-United States broker will not be subject to backup
withholding or information reporting unless the non-United States broker has a
connection to the United States as specified by United States federal tax law.
In the case of the payment of proceeds from the disposition of Class A
common stock effected by a foreign office of a broker that is a United States
person or a "United States related person," existing regulations require
information reporting on the payment unless:
(1)(A) the broker receives a statement from the owner, signed under penalty
of perjury, certifying its non-United States status or (B) the
broker has documentary evidence in its files as to the non-U.S.
holder's foreign status and the broker has no actual knowledge to
the contrary, and other United States federal tax law conditions are
(2) the beneficial owner otherwise establishes an exemption.
For this purpose, a "U.S. related person" is either:
(1) a "controlled foreign corporation" for United States federal income
tax purposes or
(2) a foreign person 50% or more of whose gross income from all sources
for the three-year period ending with the close of its taxable year
preceding the payment is derived from activities that are
effectively connected with the conduct of a United States trade or
After December 31, 2000, the regulations under the Internal Revenue Code
will impose information reporting and backup withholding on payments of the
gross proceeds from the sale or redemption of Class A common stock that is
effected through foreign offices of brokers having any of a broader class of
specified connections with the United States. Such information reporting and
backup withholding may be avoided, however, if the applicable Internal Revenue