THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 1999,
UNLESS EXTENDED (THE "EXPIRATION DATE").
------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY
LETTER OF TRANSMITTAL
Offer To Exchange Its 7.875% Senior Exchange Notes Due May 15, 2004
Which Have Been Registered Under The Securities Act of 1933
For Any And All Of Its Outstanding
7.875% Senior Notes Due May 15, 2004
Pursuant To The Prospectus Dated , 1999
The Exchange Agent
for the Exchange Offer is:
The Bank of New York
By Facsimile: By Registered or Certified Mail:
(Eligible Institutions only)
The Bank of New York
(000) 000-0000 000 Xxxxxxx Xxxxxx (7 East)
Attention: Customer Service New York, New York 10286
Confirm by Telephone: (000) 000-0000 Attention: Xxxxx Xxxxxx
By Hand or Overnight Courier:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Services Window
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Outstanding Notes
(as defined below) either if Outstanding Notes are to be forwarded herewith or
if tenders of Outstanding Notes are to be made by book-entry transfer to an
account maintained by The Bank of New York (the "Exchange Agent") at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in "The
Exchange Offers - Procedures for Tendering Outstanding Notes" in the Prospectus.
Holders of Outstanding Notes whose certificates (the "Certificates") for such
Outstanding Notes are not immediately available or who cannot deliver their
Certificates, this Letter of Transmittal and all other required documents to the
Exchange Agent on or prior to the Expiration Date or who cannot complete the
procedures for book-entry transfer on a timely basis, may tender their
Outstanding Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offers - Procedures for Tendering Outstanding Notes" in the
Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the Outstanding Notes of which you are a holder. If the space
provided below is inadequate, list the certificate numbers and principal amount
on a separate signed schedule and attach that schedule to this Letter of
Transmittal. See Instruction 3.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
Description of Outstanding Notes Tendered ____________________________________
--------------------------------------------------------------------------------
Name(s) and Addresses(es) of
Registered Holder(s)
(Fill in, if blank) Outstanding Notes Tendered
--------------------------------------------------------------------------------
Certificate
Number(s)* Principal Amount Principal
(Attach (Attach Amount
additional additional list Tendered (if
list if if necessary) less than
necessary) all)**
$
Total Amount Tendered: $ $
--------------------------------------------------------------------------------
* Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
** Need not be completed if tendering for exchange all Outstanding Notes held.
Outstanding Notes may be tendered in whole or in part in integral multiples
of $1,000 principal amount. All Outstanding Notes held shall be deemed
tendered unless a lesser number is specified in this column. See Instruction
4.
(Boxes Below To Be Checked by Eligible Institutions Only. See Instruction 1)
[__] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[__] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Notice of Guaranteed Delivery:
Institution Which Guaranteed Delivery:
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[__] 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:
Address:
Telephone Number and Contact Person:
Ladies and Gentlemen:
The undersigned hereby tenders to International Game Technology ( "IGT") the
above described principal amount of IGT's 7.875% Senior Notes due May 15, 2004
(the "Outstanding Notes") in exchange for a like principal amount of IGT's
7.875% Senior Exchange Notes due May 15, 2004 (the "Exchange Notes"), which have
been registered under the Securities Act of 1933 (the "Securities Act"), upon
the terms and subject to the conditions set forth in the Prospectus dated , 1999
(as the same may be amended or supplemented from time to time, the
"Prospectus"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
Subject to and effective upon the acceptance for exchange of the Outstanding
Notes tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of IGT all right, title and interest in and to such
Outstanding Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting as
agent of IGT in connection with the Exchange Offer and as Trustee under the
Indenture for the Outstanding Notes and the Exchange Notes) with respect to the
tendered Outstanding Notes, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), subject only to
the right of withdrawal described in the Prospectus, to: (i) deliver such
Outstanding Notes to IGT together with all accompanying evidences of transfer
and authenticity to, or upon the order of, IGT upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to be issued in
exchange for such Outstanding Notes; (ii) present Certificates for such
Outstanding Notes for transfer, and to transfer such Outstanding Notes on the
account books maintained by DTC; and (iii) receive for the account of IGT all
benefits and otherwise exercise all rights of beneficial ownership of such
Outstanding Notes, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
OUTSTANDING NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, IGT WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
OUTSTANDING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR
PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY IGT OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE OUTSTANDING NOTES
TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Outstanding
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Outstanding Notes.
The Certificate number(s) and the Outstanding Notes that the undersigned wishes
to tender should be indicated in the appropriate boxes above.
If any tendered Outstanding Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Outstanding
Notes than are tendered or accepted for exchange, Certificates for such
nonexchanged or nontendered Outstanding Notes will be returned (or, in the case
of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes
will be credited to an account maintained at DTC), without expense to the
tendering holder promptly following the expiration or termination of the
Exchange Offer.
The undersigned understands that tenders of Outstanding Notes pursuant to any
one of the procedures described in "The Exchange Offers - Procedures for
Tendering Outstanding Notes" in the Prospectus and in the instructions herein
will, upon IGT's acceptance for exchange of such tendered Outstanding Notes,
constitute a binding agreement between the undersigned and IGT upon the terms
and subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under certain circumstances set forth in the Prospectus, IGT may not be
required to accept for exchange any of the Outstanding Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Outstanding Notes, that such Exchange Notes be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Outstanding Notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Outstanding Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver Exchange Notes to the undersigned at the address
shown below the undersigned's signature.
BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT: (i) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF IGT (WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT), OR
IF THE UNDERSIGNED IS AN AFFILIATE, THE UNDERSIGNED WILL COMPLY WITH THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT TO THE
EXTENT APPLICABLE; (ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE
BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS; AND (iii) THE UNDERSIGNED
HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE
RECEIVED IN THE EXCHANGE OFFER. IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY
TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED REPRESENTS AND AGREES THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND
TO ENGAGE IN, A DISTRIBUTION OF EXCHANGE NOTES. IF THE UNDERSIGNED IS A
BROKER-DEALER THAT WILL RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE
FOR OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER, BY TENDERING OUTSTANDING
NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND
AGREES THAT SUCH OUTSTANDING NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
AND IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT
IN CONNECTION WITH ANY RESALE OF EXCHANGE NOTES (PROVIDED THAT, BY SO
ACKNOWLEDGING AND BY DELIVERY A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE
DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES
ACT). XXX HAS AGREED THAT STARTING ON THE EXPIRATION DATE AND ENDING ON THE
CLOSE OF BUSINESS 180 DAYS AFTER OF THE EXPIRATION DATE, IT WILL MAKE THE
PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER IN CONNECTION WITH ANY
SUCH RESALE.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the Instructions contained in this Letter of
Transmittal, this tender is irrevocable.
PLEASE SIGN HERE PLEASE SIGN HERE
Authorized Signature Authorized Signature
Name: Name:
Title: Title:
Address: Address:
Telephone Number: Telephone Number:
Dated: Dated:
Taxpayer Identification or Social Taxpayer Identification or Social
Security Number Security Number
(NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5.
This Letter of Transmittal must be signed by the registered holder(s) exactly as
the name(s) appear(s) on Certificate(s) for the Outstanding Notes hereby
tendered or on a security position listing, or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith, including such opinions of counsel, certifications and other
information as may be required by IGT or the Trustee for the Outstanding Notes
to comply with the restrictions on transfer applicable to the Outstanding Notes.
If signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary capacity or
representative capacity, please set forth the signer's full title. See
Instructions 2 and 5. Please complete substitute Form W-9 below.)
Signature(s) Guaranteed by an
Eligible Institution: Date:
Authorized Signature
Name of Eligible Institution Guaranteeing Signature:
Address:
Capacity (full title):
Telephone Number:
--------------------------------------- ---------------------------------------
SPECIAL DELIVERY INSTRUCTIONS SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 5 and 6) (See Instructions 2, 5 and 6)
To be completed ONLY if Exchange To be completed ONLY if the
Notes or any Outstanding Notes Exchange Notes or any Outstanding
that are not tendered are to be Notes that are not tendered are to
sent to someone other than the be issued in the name of someone
registered holder(s) of the other than the registered
Outstanding Notes whose name(s) holder(s) of the Outstanding Notes
appear(s) above, or to such whose name(s) appear(s) above.
registered holder(s) at an address
other than that shown above.
Mail: Issue:
[__] Outstanding Notes not [__] Outstanding Notes not
tendered, to: tendered, to:
[__] Exchange Notes, to: [__] Exchange Notes, to:
Address Name(s)
------------------------ ------------------------
Name(s) Address
------------------------ ------------------------
Telephone Number: Telephone Number:
(Tax Identification or Social Security (Tax Identification or Social Security
Number) Number)
--------------------------------------- ---------------------------------------
INSTRUCTIONS
(Forming part of the terms and conditions of the Exchange Offer)
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offers - Procedures for Tendering Outstanding Notes" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such
Outstanding Notes into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or 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 Exchange Agent
at its address set forth herein on or prior to the Expiration Date. The term
"book-entry confirmation" means a timely confirmation of book-entry transfer of
Outstanding Notes into the Exchange Agent's account at DTC. Outstanding Notes
may be tendered in whole or in part in integral multiples of $1,000 principal
amount.
Holders who wish to tender their Outstanding Notes and: (i) whose
Certificates for such Outstanding Notes are not immediately available; (ii) who
cannot deliver their Certificates, this Letter of Transmittal and all other
required documents to the Exchange Agent prior to the Expiration Date; or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis, may tender their Outstanding Notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offers - Procedures for Tendering
Outstanding Notes" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form accompanying this Letter of Transmittal, must be
received by the Exchange Agent prior to the Expiration Date; and (iii) the
Certificates (or a book-entry confirmation) representing all tendered
Outstanding Notes, in proper form for transfer, together with a Letter of
Transmittal (or 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 Exchange Agent within three New
York Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in "The Exchange Offers - Procedures for
Tendering Outstanding Notes" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
For Outstanding Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery prior to the Expiration Date. As used herein and in the Prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO IGT. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR
NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.
IGT will not accept any alternative, conditional or contingent tenders. Each
tendering holder, by execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of Transmittal
is required if: (i) this Letter of Transmittal is signed by the registered
holder (which shall include any participant in DTC whose name appears on a
security position listing as the owner of the Outstanding Notes) of Outstanding
Notes tendered herewith, unless such holder has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above; or (ii) such Outstanding Notes are tendered for the account
of a firm that is an Eligible Institution. In all other cases, an Eligible
Institution must guarantee the signature(s) on this Letter of Transmittal. See
Instruction 5.
3. Inadequate Space. If the space provided in the box captioned "Description of
Outstanding Notes Tendered" is inadequate, the Certificate number(s) and/or the
principal amount of Outstanding Notes and any other required information should
be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Outstanding Notes will be
accepted only in integral multiples of $1,000 principal amount. If less than all
the Outstanding Notes evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Outstanding Notes which are to be tendered in
the box entitled "Principal Amount Tendered (if less than all)." In such case,
new Certificate(s) for the remainder of the Outstanding Notes that were
evidenced by the old Certificate(s) will be sent to the tendering holder, unless
the appropriate boxes on this Letter of Transmittal are completed, promptly
after the Expiration Date. All Outstanding Notes represented by Certificates
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Except as otherwise provided herein, tenders of Outstanding Notes may be
withdrawn at any time prior to the Expiration Date. In order for a withdrawal to
be effective, a written, telegraphic or facsimile transmission of such notice of
withdrawal must be timely received by the Exchange Agent at its address set
forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person who tendered the Outstanding Notes to be
withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn,
and (if Certificates for such Outstanding Notes have been tendered) the name of
the registered holder of the Outstanding Notes as set forth on the
Certificate(s), if different from that of the person who tendered such
Outstanding Notes. If Certificates for Outstanding Notes have been delivered or
otherwise identified to the Exchange Agent, the notice of withdrawal must
specify the serial numbers on the particular Certificates for the Outstanding
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Outstanding Notes
tendered for the account of an Eligible Institution. If Outstanding Notes have
been tendered pursuant to the procedures for book-entry transfer set forth in
"The Exchange Offers - Procedures for Tendering Outstanding Notes," the notice
of withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawal of Outstanding Notes and must otherwise comply with
the procedures of DTC. Withdrawals of tenders of Outstanding Notes may not be
rescinded. Outstanding Notes properly withdrawn will not be deemed validly
tendered for purposes of the Exchange Offer, but may be retendered at any
subsequent time prior to the Expiration Date by following any of the procedures
described in the Prospectus under "The Exchange Offers - Procedures for
Tendering Outstanding Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by IGT, in its sole
discretion, which determination shall be final an binding on all parties.
Neither IGT, any affiliates of IGT, the Exchange Agent or any other person shall
be under any duty to give any notification of any defects or irregularities in
any notice of withdrawal or incur any liability for failure to give any such
notification. Any Outstanding Notes which have been tendered but which are
withdrawn will be returned to the holder thereof promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Outstanding
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) or on a security position listing,
without alteration, enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are names in
which Certificates are registered.
If this Letter of Transmittal or any Certificates or bond 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 must submit proper evidence
satisfactory to IGT, in its sole discretion, of such persons' authority to so
act.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Outstanding Notes listed and transmitted hereby, the
Certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as IGT or the Trustee for the Outstanding
Notes may require in accordance with the restrictions on transfer applicable to
the Outstanding Notes. Signature(s) on such Certificate(s) or bond power(s) must
be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes or Certificates
for Outstanding Notes not exchanged are to be issued in the name of a person
other than the signer of this Letter of Transmittal, or are to be sent to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. In the case of issuance in a different name, the taxpayer
identification number of the person named must also be indicated. Holders
tendering Outstanding Notes by book-entry transfer may request that Outstanding
Notes not exchanged be credited to such account maintained at DTC as such holder
may designate. If no such instructions are given, Outstanding Notes not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC.
7. Irregularities. IGT will determine, in its sole discretion, all questions as
to the form of documents, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Outstanding Notes, which determination
shall be final and binding on all parties. IGT reserves the absolute right, in
its sole and absolute discretion, to reject any and all tenders determined by it
not to be in proper form or the acceptance for exchange of which may, in the
view of counsel to IGT, be unlawful. IGT also reserves the absolute right,
subject to applicable law, to waive any of the conditions of the Exchange Offer
set forth in the Prospectus under "The Exchange Offers - Conditions to the
Exchange Offer" or any defect or irregularity in any tender of Outstanding Notes
of any particular holder whether or not similar defects or irregularities are
waived in the case of other holders. IGT's interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) will be final and binding. No tender of Outstanding Notes
will be deemed to have been validly made until all defects or irregularities
with respect to such tender have been cured or waived. Neither IGT, any
affiliates of IGT, the Exchange Agent, or any other person shall be under any
duty to give any notification of any defects or irregularities in tenders or
incur any liability for failure to give any such notification.
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth above. Additional copies of the Prospectus, the
Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from
the Exchange Agent or from your broker, dealer, commercial bank, trust company
or other nominee.
9. Backup Withholding; Substitute Form W-9. Under U.S. Federal income tax law, a
holder whose tendered Outstanding Notes are accepted for exchange is required to
provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not
provided with the correct TIN, the Internal Revenue Service (the "IRS") may
subject the holder or other payee to a $50 penalty. In addition, payments to
such holders or other payees with respect to Outstanding Notes exchanged
pursuant to the Exchange Offer may be subject to 31% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
holder 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 holder 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 Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Outstanding Notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the Outstanding Notes. If the Outstanding Notes are
registered in more than one name or are not in the name of the actual owner,
consult the Instructions to Form W-9 (Request for Identification Number and
Certification) for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which holders are exempt from
backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person 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.
10. Mutilated, Lost, Destroyed or Stolen Certificates. If any Certificate
representing Outstanding Notes has been mutilated, lost, destroyed or stolen,
the holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
11. Security Transfer Taxes. Holders who tender their Outstanding Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Outstanding Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Outstanding Notes in connection with the Exchange Offer,
then the amount of any such transfer tax (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such transfer tax or exemption therefrom is
not submitted with the Letter of Transmittal, the amount of such transfer tax
will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS:
(See Instruction 9)
XXXXX'S NAME: THE BANK OF NEW YORK
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR Social security number or
TIN ON THE LINE AT RIGHT AND Employer identification number
Form W-9 CERTIFY BY SIGNING AND DATING
BELOW
Department of Part 2 - CERTIFICATION - Under penalties of perjury, I
the Treasury certify that:
Internal Revenue
Service (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);
Payer's Request (2) I am not subject to backup withholding either because: for
Taxpayer's (a) I am exempt from backup withholding; (b) I have not been
Identification notified by the Internal Revenue Service ("IRS") that I am
Number (TIN) subject to backup withholding 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; and
(3) Any other information provided on this form is true and
correct.
Certification Instructions - You must cross out item (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 return and you have not
been notified by the IRS that you are no longer subject to
backup withholding.
--------------------------------------------------------------
SIGNATURE Part 3 - Awaiting TIN [__]
DATE
--------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN
CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY AMOUNTS PAID TO YOU 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 THE SUBSTITUTE FORM W-9. 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 (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by
the time of payment, 31% of all payments made to me on account
of the Exchange Notes shall be retained until I provide a
taxpayer identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number within
60 days, such retained amounts shall be remitted to the
Internal Revenue Service as backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a
taxpayer identification number.
SIGNATURE: DATE:
