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Where To File

obligations if the issuer has not done so. If neither the

issuer nor the acquiring or successor entity satisfies the

Send Form 8937 to Department of the Treasury, Internal

reporting obligations, both are jointly and severally liable

Revenue Service, Ogden, UT 84201-0054.

for any applicable penalties.

Issuer Statements

Specific Instructions

If you are required to file Form 8937, you must give a copy

of Form 8937 to each security holder of record as of the

Part I

date of the organizational action and all subsequent

DRAFT AS OF

holders of record up to the date you give the copy of Form

Boxes 1 and 2. Enter the issuer's name and employer

8937. If you record the security on your books in the name

identification number (EIN).

of a nominee, you must give the copy of Form 8937 to the

Boxes 3, 4, 5, 6, and 7. Enter the name, telephone

nominee in lieu of the holder. However, if you, your agent,

number, email address, and mailing address of a contact

or a plan you operate is listed as the nominee, you must

September 21, 2012

person.

give the copy of Form 8937 to the holder.

Boxes 8, 9, 10, 11, 12, and 13. For each security

You are considered to have given a copy of Form 8937

involved in the organizational action, enter the requested

to all holders and nominees if you post a completed Form

information. Complete all boxes that apply.

8937 to your primary public website under the rules listed

under Public reporting, earlier.

Note. If a box does not apply, leave it blank.

You are not required to, but may, give a copy of Form

In box 9, enter the classification of the security (such as

8937 to a holder or nominee if the holder is an exempt

stock) and include any description about the class of

recipient. See Exempt recipients, earlier.

security affected.

You may give holders and nominees a written

Part II

statement instead of a copy of Form 8937. The written

statement must include the same information as provided

For each security involved in the organizational action,

on Form 8937 and must indicate that the information is

enter the requested information.

being reported to the IRS.

Paperwork Reduction Act Notice. We ask for the

Time for furnishing statements. You must give holders

information on this form to carry out the Internal Revenue

or nominees an issuer statement on or before January 15

laws of the United States. You are required to give us the

of the year following the calendar year of the

information. We need it to ensure that you are complying

organizational action. For purposes of determining this

with these laws and to allow us to figure and collect the

deadline, a redemption occurs on the last day a holder

right amount of tax.

may redeem a security. You can give an issuer statement

before the organizational action if you have determined

You are not required to provide the information

the quantitative effect on basis. If you file a corrected

requested on a form that is subject to the Paperwork

Form 8937 with the IRS, you must give a corrected issuer

Reduction Act unless the form displays a valid OMB

statement by the later of the January 15 due date above

control number. Books or records relating to a form or its

or 45 days after you determine the facts that result in a

instructions must be retained as long as their contents

different quantitative effect on basis from what was

may become material in the administration of any Internal

previously reported.

Revenue law. Generally, tax returns and return

information are confidential, as required by section 6103.

Penalties

The time needed to complete and file this form will vary

Agents. An issuer may use an agent, including a

depending on individual circumstances. The estimated

depositary, to satisfy these reporting requirements.

average time is:

However, the issuer remains liable for any penalty for any

failure to comply unless it is shown that the failure is due

Learning about the law or the form

35 min.

. . .

to reasonable cause and not willful neglect. See sections

Preparing the form

40 min.

. . . . . . . . . . . . . .

6721 through 6724.

Recordkeeping

2 hours, 52 min.

. . . . . . . . . . . . . . . .

Acquiring and successor entities. An acquiring or

successor entity of an issuer must satisfy these reporting

-2-

Instructions For Form 8937 Draft - Report Of Organizational Actions Affecting Basis Of Securities Page 3

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