EXHIBIT 99.1
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LETTER OF TRANSMITTAL
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 1997 UNLESS EXTENDED BY ICON IN ITS SOLE DISCRETION (THE
"EXPIRATION DATE"). TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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ICON FITNESS CORPORATION
$162,000,000 14% SENIOR DISCOUNT NOTES DUE 2006
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed, and submitted to the Exchange Agent, by registered
or certified mail, overnight carrier or hand delivery at the following address,
no later than the Expiration Date:
FLEET NATIONAL BANK, EXCHANGE AGENT
By Express: By Mail: By Hand:
(insured or registered recommended)
Fleet National Bank Fleet National Bank Fleet National Bank
000 Xxxxxxx Xxxxxx X.X. Xxx 0000 One Xxxxxxx Plaza, 5th Floor
Hartford, CT 06120 Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx Attn: Xxxxxx Xxxxx Attn: Xxxxxx Xxxxx
Mail Stop CT/OP/T06D Mail Stop CT/OP/T06D Mail Stop CT/OP/T06D
or or or
Chase Banking Corp. Chase Banking Corp. Chase Banking Corp.
00xx Xxxxx 00xx Xxxxx 0 Xxx Xxxx Xxxxx
4 New York Plaza 4 New York Plaza Ground Floor Receive Window
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx Attn: Xxxxxxxx Xxxxxx A/C #BS 72152-07
FACSIMILE
(000) 000-0000
TELEPHONE
(000) 000-0000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the
prospectus dated _________, 1997 (the "Prospectus"), of ICON Fitness
Corporation, a Delaware corporation ("ICON"), which, together with this Letter
of Transmittal and the instructions hereto (the "Letter of Transmittal"),
constitute ICON's offer (the "Exchange Offer") to exchange $1,000 principal
amount of its 14% Series B Senior Discount Notes due 2006 (the "Exchange Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement of which the Prospectus
constitutes a part, for each $1,000 principal amount of its outstanding 14%
Series A Senior Discount Notes due 2006 (the "Original Notes"), upon the terms
and subject to the conditions set forth in the Prospectus.
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This Letter of Transmittal is to be used by Holders (as defined below)
if: (i) certificates representing Original Notes are to be physically delivered
to the Exchange Agent herewith by Holders; (ii) tender of Original Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company (the "Depository") pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--Procedures for Tendering" by any financial
institution that is a participant in the Depository and whose name appears on a
security position listing as the owner of Original Notes; or (iii) tender of
Original Notes is to be made according to the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures." DELIVERY OF DOCUMENTS TO THE DEPOSITORY DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Original Notes are registered on the books of ICON or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Original Notes are held of record by the
Depository who desires to deliver such Original Notes by book-entry transfer at
the Depository.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Original Notes must
complete this letter in its entirety.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
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Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby tenders to
ICON the principal amount of Original Notes indicated below. Subject to and
effective upon the acceptance for exchange of the principal amount of Original
Notes tendered in accordance with this Letter of Transmittal, the undersigned
sells, assigns and transfers to, or upon the order of, ICON all right, title and
interest in and to the Original Notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of ICON and as Trustee under the Indenture for the Original Notes and the
Exchange Notes) with respect to the tendered Original Notes with full power of
substitution to (i) deliver certificates for such Original Notes to ICON, or
transfer ownership of such Original Notes on the account books maintained by The
Depository Trust Company ("DTC") together, in either such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
ICON and (ii) present such Original Notes for transfer on the books of ICON and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Original Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, sell, assign and transfer the Original Notes tendered
hereby and that ICON will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim, when the same are acquired by ICON. The undersigned also
acknowledges that this Exchange Offer is being made in reliance upon an
interpretation by the staff of the Securities and Exchange Commission that the
Exchange Notes issued in exchange for the Original Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
any holder thereof (other than (i) a broker - dealer who purchased such Original
Notes directly from ICON to resell pursuant to Rule 144A or any other available
exemption under the Securities Act or (ii) a person that is an "affiliate" of
ICON within the meaning of Rule 405 under the Securities Act) without compliance
with the registration and prospectus delivery provisions of the Securities Act
provided that the holder is acquiring the Exchange Notes in its ordinary course
of business and is not participating, and has no arrangement or understanding
with any person to participate, in the distribution of the Exchange Notes.
The undersigned represents that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being acquired by the undersigned and any beneficial
owner thereof in the ordinary course of business of the undersigned and any such
beneficial owner, (ii) neither the undersigned nor any such beneficial owner has
any arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and (iii) except as indicated below, neither
the undersigned nor any such beneficial owner is an "affiliate," as defined
under Rule 405 of the Securities Act, of ICON. If the undersigned or any
beneficial owner for whom the
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undersigned is tendering securities is an affiliate of ICON, then such person
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. If the undersigned or any beneficial
owner for whom the undersigned is tendering securities is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Original Notes
that were acquired as a result of market-making or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned or such beneficial owner will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or ICON to be necessary or desirable to
complete the assignment and transfer of the Original Notes tendered hereby.
For purposes of the Exchange Offer, ICON shall be deemed to have accepted
validly tendered Original Notes when ICON has given oral or written notice
thereof to the Exchange Agent. If any tendered Original Notes are not accepted
for exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Original Notes will be returned (except as noted below with
respect to tenders through DTC), without expense, to the undersigned at the
address shown below or at a different address shown below or at a different
address as may be indicated under "Special Issuance Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Original Notes pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and ICON upon the terms and subject to
the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please issue
the certificates representing the Exchange Notes issued in exchange for the
Original Notes accepted for exchange and return any Original Notes not tendered
or not exchanged, in the name(s) of the undersigned (or in either such event in
the case of Original Notes tendered by DTC, by credit to the account at DTC).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the Exchange Notes issued in exchange
for the Original Notes accepted for exchange and any certificates for Original
Notes not tendered or not exchanged (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signatures,
unless, in either event, tender is being made through DTC. In the event that
both "Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the Exchange Notes issued
in exchange for the Original Notes accepted for exchange and return any
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Original Notes not tendered or not exchanged in the name(s) of, and send said
certificates to, the person(s) so indicated. The undersigned recognizes that
ICON has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Original Notes from the name of
the registered holder(s) thereof if ICON does not accept for exchange any of the
Original Notes so tendered.
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DESCRIPTION OF ORIGINAL NOTES TENDERED
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Certificate Aggregate
Number(s)* (Attach Principal Amount
Name(s) and Address(es) of Holder(s) signed list if Tendered (if less
(Please fill in, if blank) necessary) than all)**
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TOTAL PRINCIPAL AMOUNT OF ORIGINAL
NOTES TENDERED
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* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Original Notes listed. See Instruction 2.
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BENEFICIAL OWNER(S)
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STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF TENDERED ORIGINAL
Beneficial Owner OF TENDERED NOTES HELD FOR ACCOUNT OF
ORIGINAL NOTES BENEFICIAL OWNER
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USE OF BOOK ENTRY TRANSFER
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account No.:
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Transaction Code No.:
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USE OF GUARANTEED DELIVERY
If Holders desire to tender Original Notes pursuant to the Exchange Offer and
(i) certificates representing such Original Notes are not immediately available,
(ii) time will not permit this Letter of Transmittal, certificates representing
such Original Notes or other required documents to reach the Exchange Agent
prior to the Expiration Date or (iii) the procedures for book-entry transfer
cannot be completed prior the Expiration Date, such Holders may effect a tender
of such Original Notes in accordance with the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures."
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO THE
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Original Notes:
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Window Ticket No. (if any):
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Date of Execution of
Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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If Delivered by Book-Entry Transfer:
Name of Tendering Institution:
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DTC Book-Entry Account No.:
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Transaction Code No.:
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BROKER-DEALER COPIES OF PROSPECTUS
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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FOR USE BY AFFILIATES
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
SECURITIES IS AN AFFILIATE OF ICON.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF ORIGINAL NOTES REGARDLESS
OF WHETHER ORIGINAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Original Notes
exactly as their name(s) appear(s) on certificate(s) for Original Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Original Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer or other person
acting in a fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence satisfactory to
ICON of such person's authority to so act. See Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of the
Original Notes, then the registered Holder(s) must sign a valid proxy.
X Date:
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X Date:
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Signature(s) of Holder(s) or Authorized Signatory
Name(s): Address:
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(Please Print) (Including Zip Code)
Capacity: Area Code and Telephone No.:
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Social Security No.:
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PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number
(including area code) of Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Date:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Original
Notes in a principal amount not tendered are to be
issued in the name of, or the Exchange Notes
issued pursuant to the Exchange Offer are to be
issued to the order of, someone other than the
person or persons whose signature(s) appear(s)
within this Letter of Transmittal or issued to an
address different from that shown in the box
entitled "Description of Original Notes Tendered"
within this Letter of Transmittal, or if Original
Notes tendered by book-entry transfer that are not
accepted for purchase are to be credited to an
account maintained at DTC.
Name:
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(Please Print)
Address:
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(Please Print)
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Zip Code
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Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Original
Notes in a principal amount not tendered or not
accepted for purchase or the Exchange Notes issued
pursuant to the Exchange Offer are to be sent to
someone other than the person or persons whose
signature(s) appear(s) within this Letter of
Transmittal or issued to an address different from
that shown in the box entitled "Description of
Original Notes Tendered" within this Letter of
Transmittal.
Name:
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(Please Print)
Address:
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(Please Print)
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Zip Code
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Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
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PAYER'S NAME:
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SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW
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Social Security Number
OR
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Employer Identification Number
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PART 2--Certification--Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Services ("IRS") that I am subject to backup
withholding as a result of failure to report all interest or dividends, or the
IRS has notified me that I am no longer subject to backup withholding.
PART 3-
Awaiting TIN [ ]
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Certificate 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 underreporting 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 item (2).
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 HOLDERS OF EXCHANGE NOTES PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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 within 60 days, 20 percent of all
reportable payments made to me thereafter will be withheld until I provide a
number.
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Signature Date
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES. The
certificates for the tendered Original Notes (or a confirmation of a book-entry
transfer into the Exchange Agent's account at DTC of all Original Notes
delivered electronically), as well as a properly completed and duly executed
copy of this Letter of Transmittal or facsimile hereof and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent at
its address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date. The method of delivery of the tendered Original Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that the Holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal or Original Notes
should be sent to ICON.
Holders who wish to tender their Original Notes and (i) whose Original Notes
are not immediately available or (ii) who cannot deliver their Original Notes,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their Original Notes and
follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant
to such procedures: (i) such tender must be made by or through an Eligible
Institution; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder of the Original Notes, the
certificate number or numbers of such Original Notes and the principal amount of
Original Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five business days after the Expiration Date, this
Letter of Transmittal (or facsimile hereof) together with the certificate(s)
representing the Original Notes (or a confirmation of electronic delivery of
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Original Notes in proper form for transfer (or a confirmation of electronic mail
delivery of book-entry delivery into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within five business days after the Expiration
Date, all as provided in the Prospectus under the caption "Exchange Offers --
Guaranteed Delivery Procedures." Any Holder of Original Notes who wishes to
tender his Original Notes pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration
Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Original Notes will be
determined by ICON in its sole discretion, which determination will be final and
binding. ICON reserves the absolute right to reject any and all Original Notes
not properly tendered or any Original Notes ICON's acceptance of which would, in
the opinion of counsel for ICON, be unlawful. ICON also reserves the right to
waive any irregularities or conditions of tender as to particular Original
Notes. ICON's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Original Notes must be cured within such time as ICON
shall determine. Neither ICON, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Original Notes, nor shall any of them incur any liability for failure
to give such notification. Tenders of Original Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Original Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering Holders of Original
Notes, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
2. PARTIAL TENDERS. Tenders of Original Notes will be accepted in all
denominations of $1,000 principal amount and integral multiples in excess
thereof. If less than the entire principal amount of any Original Note is
tendered, the tendering Holder should fill in the principal amount tendered in
the third column of the chart entitled "Description of Original Notes Tendered."
The entire principal amount of Original Notes
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delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Original Notes is not
tendered, Original Notes for the principal amount of Original Notes not tendered
and a certificate or certificates representing Exchange Notes issued in exchange
for any Original Notes accepted will be sent to the Holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal or unless tender is made through DTC, promptly
after the Original Notes are accepted for exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the Original Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Original Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of Original Notes tendered and the certificate(s) for
Exchange Notes issued in exchange therefor is to be issued (or any untendered
principal amount of Original Notes is to be reissued) to the registered Holder,
such Holder need not and should not endorse any tendered Original Note, nor
provide a separate bond power. In any other case, such Holder must either
properly endorse the Original Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder(s) of any Original Notes listed, such Original
Notes must be endorsed or accompanied by appropriate bond powers signed as the
name of the registered Holder(s) appears on the Original Notes.
If this Letter of Transmittal (or facsimile hereof) or any Original Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or other acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by ICON, evidence satisfactory to of their authority so to act
must be submitted with this Letter of Transmittal.
Endorsements on Original Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution unless the Original Notes tendered
pursuant thereto are tendered (i) by a registered Holder (including any
participant in DTC whose name appears on a security position listing as the
owner of Original Notes) who has not completed the box set forth herein entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which Exchange Notes
or substitute Original Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal (or in the case of tender of the
Original Notes through DTC, if different from DTC). In the case of issuance in
a different name, the taxpayer identification or social security number of the
person named must also be indicated.
5. TRANSFER TAXES. ICON will pay all transfer taxes, if any, applicable to
the exchange of Original Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes or Original Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Original Notes tendered hereby, or if tendered Original Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Original Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered Holder or any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this Letter of
Transmittal.
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6. WAIVER OF CONDITIONS. ICON reserves the absolute right to amend, waive or
modify specified conditions in the Exchange Offer in the case of any Original
Notes tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL SENIOR SUBORDINATED NOTES.
Any tendering Holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instruction.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus and herein. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
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(DO NOT WRITE IN SPACE BELOW)
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Certificate Surrendered Original Notes Tendered Original Notes Accepted
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Delivery Prepared By_______________ Checked By_______________ Date______________
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IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Original Notes are
accepted for payment is required to provide the Exchange Agent (as payer) with
such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his social security number. If the Exchange Agent is not provided
with the correct TIN, a $50 penalty may be imposed by the Internal Revenue
Service, and payments made with respect to Original Notes purchased pursuant to
the Exchange Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain foreign
persons) are not subject to these backup withholding and reporting requirements.
Exempt Holders should indicate their exempt status on Substitute Form W-9. A
foreign person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold 20%
of any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Holder is awaiting a
TIN) and that (A) the Holder has not been notified by the Internal Revenue
Service that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (B) the Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding;
or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Original Notes. If the Original Notes are held in more than one name or are
held 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.
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The Exchange Agent for the Exchange Offer is:
FLEET NATIONAL BANK
By Express: By Mail: By Hand:
(insured or registered recommended)
Fleet National Bank Fleet National Bank Fleet National Bank
000 Xxxxxxx Xxxxxx X.X. Xxx 0000 One Xxxxxxx Plaza, 5th Floor
Hartford, CT 06120 Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx Attn: Xxxxxx Xxxxx Attn: Xxxxxx Xxxxx
Mail Stop CT/OP/T06D Mail Stop CT/OP/T06D Mail Stop CT/OP/T06D
or or or
Chase Banking Corp. Chase Banking Corp. Chase Banking Corp.
00xx Xxxxx 00xx Xxxxx 0 Xxx Xxxx Xxxxx
4 New York Plaza 4 New York Plaza Ground Floor Receive Window
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx Attn: Xxxxxxxx Xxxxxx A/C #BS 72152-07
FACSIMILE
(000) 000-0000
TELEPHONE
(000) 000-0000
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