EXHIBIT 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
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XXXX CORP.
Offer to Exchange Its
New 10 1/4% Senior Subordinated Notes due 2008
Which Have Been Registered Under the Securities Act of 1933
for Any and All of Its Outstanding 10 1/4% Senior Subordinated Notes due 2008
Pursuant to the Prospectus
Dated ______ __, 1999
If you desire to accept the Exchange Offer (as defined below), this
Letter of Transmittal should be completed, signed, and submitted to:
STATE STREET BANK & TRUST COMPANY, as Exchange Agent
BY MAIL: OVERNIGHT COURIER:
State Street Bank & Trust Company State Street Bank & Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 000 Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: ___________ Attention: _________
BY HAND IN NEW YORK (AS DROP AGENT): BY HAND IN BOSTON:
State Street Bank & Trust Company, N.A. State Street Bank & Trust Company
00 Xxxxxxxx Xxx Xxxxxxxxxxxxx Xxxxx
15th Floor, Corporate Trust Window Fourth Floor, Corporate Trust Department
New York, New York 10006 Boston, Massachusetts 02110
FACSIMILE TRANSMISSION: CONFIRM BY TELEPHONE:
(For Eligible Institutions Only) (000) 000-0000
(000) 000-0000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE NUMBER
OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the Prospectus
dated _______ __, 1999 (the "Prospectus") of Xxxx Corp., a Delaware corporation
(the "Company") and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 10 1/4% Senior Subordinated Notes due 2008, (the
"New Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for each $1,000 principal amount of its outstanding
10 1/4% Senior Subordinated Notes due 2008 (the "Old Notes"), of which
$100,000,000 principal amount is outstanding. Other capitalized terms used but
not defined herein have the meaning given to them in the Prospectus.
The Letter of Transmittal is to be used by Holders of Old Notes (i) if
certificates representing the Old Notes are to be physically delivered herewith,
(ii) if tender of Old Notes is to be made according to the guaranteed delivery
procedures described in the Prospectus or (iii) if tenders of Old Notes are to
be made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company pursuant to the procedures set forth in "The
Exchange Offer - Procedures for Tendering Old Notes" in the Prospectus and an
"Agent's Message" (as defined in the Prospectus) is not delivered.
The term "Holder" with respect to the Exchange Offer means any person
in whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. 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 Old Notes must complete
this letter in its entirety.
Your bank or broker can assist you in completing this form. Questions
and requests for assistance or for additional copies of the Prospectus and this
Letter of Transmittal may be directed to the Exchange Agent.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
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DESCRIPTION OF 10 1/4% SENIOR SUBORDINATED NOTES DUE 2008 (OLD NOTES)
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Principal Amount
Tendered (must be
Names and Address(es) Aggregate Principal in integral
of Registered Holder(s) Certificate Amount Represented by multiple of
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(Please fill in, if blank) Number(s) Certificate(s) $1,000)*
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Total
* Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Old Notes will be deemed to have tendered the entire
aggregate principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate numbers
and principal amounts on a separate signed schedule and affix the list
to this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount of Old Notes.
All tenders must be integral multiples of $1,000.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates To be completed ONLY if certificates
for Old Notes in a principal amount for Old Notes in a principal amount
not tendered or accepted for not tendered or accepted for
exchange, or New Notes issued in exchange, or New Notes issued in
exchange for Old Notes accepted for exchange for Old Notes accepted for
exchange, are to be issued in the exchange, are to be sent to someone
name of someone other than the other than the undersigned, or to
undersigned. the undersigned at an address other
than that shown above.
Name _______________________________ Name _______________________________
Address ____________________________ Address ____________________________
____________________________________ ____________________________________
(Zip Code) (Zip Code)
____________________________________ ____________________________________
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
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[ ] 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: ______________________________________
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Holders of the Old Notes who wish to tender their Old Notes and (i)
whose Old Notes are not immediately available or (ii) who cannot deliver their
Old Notes, this Letter of Transmittal or any other documents required hereby to
the Exchange Agent prior to the Expiration Date, may tender their Old Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 1 regarding the completion of the Letter of Transmittal printed
below.
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Old Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company, all right, title and interest in and to the Old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the tendered Old
Notes with full power of substitution to (i) deliver certificates for such Old
Notes to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Notes for transfer on the books of the Company and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of 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 Old Notes tendered
hereby and that the Company 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 the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the Holder, that neither the Holder nor any such other person has an arrangement
with any person to participate in the distribution of such New Notes within the
meaning of the Securities Act and that neither the Holder nor any such other
person is an "affiliate," as defined under Rule 405 of the Securities Act, of
the Company or any of its subsidiaries or, if such Holder is an "affiliate,"
that such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of New Notes. If the
undersigned is a broker-dealer that will receive New Notes, it represents that
the Old Notes to be exchanged for New Notes were acquired as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
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
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Exchange Agent or the Company to be necessary or desirable to complete the
assignment, transfer and purchase of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown below
or at a different address as may be indicated herein under "Special Payment
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 of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old 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 the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and return any Old Notes not tendered or not
exchanged in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the New Notes issued in exchange for the Old Notes accepted for
exchange and any certificates for Old Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signatures. In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any Old 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 the Company has no obligation pursuant to the
"Special Payment Instructions" and "Special Delivery Instructions" to transfer
any Old Notes from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Notes so tendered.
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PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X ______________________________ Date __________________________
X ______________________________ Date __________________________
Signature(s) of Registered Holder(s)
or Authorized Signatory
Area Code and Telephone Number: ____________________________________
The above lines must be signed by the registered holder(s) of Old Notes
as their name(s) appear(s) on the Old Notes or by person(s) authorized to become
registered holder(s) by a properly completed bond power from the registered
holder(s), a copy of which must be transmitted with this Letter of Transmittal.
If Old Notes to which this Letter of Transmittal relates are held of record by
two or more joint holders, then all such holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person must (i) set forth his or her full title
below and (ii) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority so to act. See Instruction 5 regarding the
completion of this Letter of Transmittal printed below.
Name(s): ________________________________
(Please Print)
Capacity: ________________________________
Address: _________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 5)
_____________________________________
(Authorized Signature)
_____________________________________
(Title)
_____________________________________
(Name of Firm)
Dated:____________________, 1999
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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes.
The tendered Old Notes, 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 Old 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. If sent by mail, it is
recommended that registered mail, properly insured, with return receipt
requested, be used. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Old Notes should be sent to the Company.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, or (ii) who cannot deliver their Old Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date, must
tender their Old Notes according to the guaranteed delivery procedures set forth
in the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (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 Old Notes, the certificate number or numbers of
such Old Notes and the principal amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three business days
after the date of the execution of the Notice of Guaranteed Delivery, this
Letter of Transmittal (or facsimile hereof) together with the certificates
representing the Old Notes and any other 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 certificates
representing all tendered Old Notes in proper form for transfer, must be
received by the Exchange Agent within three business days after the date of the
execution of the Notice of Guaranteed Delivery, all as provided in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." Any Holder of Old Notes who wishes to tender his or her Old 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
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time, on the Expiration Date. Upon request of the Exchange Agent, a Notice of
Guaranteed Delivery will be sent to Holders who wish to tender their Old Notes
according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Old Notes and withdrawal of tendered Old
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which might, in the judgment of the Company or counsel
for the Company, be unlawful. The Company also reserves the absolute right to
waive any defects or irregularities or conditions of tender as to the Exchange
Offer and/or particular Old Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Notes must be cured
within such reasonable period of time as the Company shall determine. Neither
the Company, the Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Old 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 by the Exchange
Agent to the tendering Holders of Old Notes, unless otherwise provided in this
Letter of Transmittal, as soon as practicable following the Expiration Date.
2. Tender by Xxxxxx.
Only a Holder of Old Notes may tender such Old Notes in the Exchange
Offer. Any beneficial holder of Old Notes who is not the registered holder and
who wishes to tender should arrange with the registered holder to execute and
deliver this Letter of Transmittal on his or her behalf or must, prior to
completing and executing this Letter of Transmittal and delivering his or her
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in such holder's name or obtain a properly completed bond power from the
registered holder.
3. Partial Tenders.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Old Notes is tendered,
the tendering Holder should fill in the principal amount tendered in the fourth
column of the box entitled "Description of 10 1/4% Senior Subordinated Notes due
2008 (Old Notes)" above. The entire principal amount of Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Old Notes is not tendered, then
Old Notes for the principal amount of Old Notes not tendered and a certificate
or certificates representing New Notes issued in exchange for any Old 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 and Consent, promptly after the Old Notes are accepted for exchange.
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4. Withdrawal of Tenders.
To withdraw a tender of Old Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal 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. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the registered number or
numbers and principal amount of such Old Notes or, in the case of Old Notes
transferred by book-entry transfer, the name and number of the account at the
Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in
the same manner as the original signature on the Letter of Transmittal by which
such Old Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have State Street Bank &
Trust Company, the trustee with respect to the Old Notes (the "Trustee"),
register the transfer of such Old Notes into the name of the person withdrawing
the tender and (iv) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no New Notes will be issued with
respect thereto unless the Old Notes so withdrawn are validly re-tendered.
Properly withdrawn Old Notes may be re-tendered by following one of the
procedures set forth in this letter at any time prior to 5:00 p.m., New York
City time, on the Expiration Date.
5. 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
record Holder(s) of the Old Notes tendered hereby, the signature must correspond
with the name(s) as written on the face of the Old Notes without alteration,
enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Old Notes tendered and the certificate or
certificates for New Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Old Notes is to be reissued) to the registered
Holder, the said Holder need not and should not endorse any tendered Old Notes,
nor provide a separate bond power. In any other case, such Holder must either
properly endorse the Old 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 or persons other than the registered Holder or Holders of any Old Notes
listed, such Old Notes must be endorsed or accompanied by appropriate bond
powers, in either case signed by the registered Holder or
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Holders exactly as the name or names of the registered Holder or Holders appear
on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact or officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Old Notes
tendered herewith and such Holder(s) have not completed the box set forth herein
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" or (ii) such Old Notes are tendered for the account of an Eligible
Institution.
6. Special Payment and Delivery Instructions.
Tendering Holders should indicate, in the applicable box or boxes, the
name and address to which New Notes or substitute Old 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. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
7. Tax Identification Number.
Federal income tax law requires that a Holder whose offered Old Notes
are accepted for exchange must provide the Company (as payor) with his, her or
its correct Taxpayer Identification Number ("TIN"), which, in the case of an
exchanging Holder who is an individual, is his or her social security number. If
the Company is not provided with the correct TIN or an adequate basis for
exemption, such Holder may be subject to a $50 penalty imposed by the Internal
Revenue Service (the "IRS"). In addition, delivery to such Holder of New Notes
may be subject to backup withholding in an amount equal to 31% of the gross
proceeds resulting from the Exchange Offer. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS by the Holder.
Exempt Holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."
To prevent backup withholding, each exchanging Holder must provide his,
her or its correct TIN by completing the Substitute Form W-9 enclosed herewith,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from
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backup withholding, (ii) the Holder has not been notified by the IRS that he,
she or it is subject to backup withholding as a result of a failure to report
all interest or dividends or (iii) the IRS has notified the Holder that he, she
or it is no longer subject to backup withholding. In order to satisfy the
Exchange Agent that a foreign individual qualifies as an exempt recipient, such
Xxxxxx must submit a statement signed under penalty of perjury attesting to such
exempt status. Such statements may be obtained from the Exchange Agent. If the
Old Notes are in more than one name or are not in the name of the actual owner,
consult the Substitute Form W-9 for information on which TIN to report. If you
do not provide your TIN to the Company within 60 days, backup withholding will
begin and continue until you furnish your TIN to the Company.
8. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the
exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old 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 Old Notes
tendered hereby, or if tendered Old 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 Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or on any other persons) will be
payable by the tendering Holder. If satisfactory evidence of payment of taxes or
exemption from taxes is not submitted with this Letter of Transmittal, the
amount of transfer taxes will be billed directly to the tendering Holder.
Except as provided in this Instruction 8, it will not be necessary
for transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
9. Waiver of Conditions.
The Company reserves the absolute right to amend, waive or modify
specified conditions in the Exchange Offer in the case of any Old Notes
tendered.
10. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any tendering Holder whose Old Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated herein
for further instructions.
11. 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. 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)
================================= ========================== ================================
Certificate Old Notes Old Notes
Surrendered Tendered Accepted
================================= ========================== ================================
--------------------------------- -------------------------- --------------------------------
--------------------------------- -------------------------- --------------------------------
--------------------------------- -------------------------- --------------------------------
--------------------------------- -------------------------- --------------------------------
--------------------------------- -------------------------- --------------------------------
Delivery Prepared by ___________ Checked By _______________ Date __________
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================================================================================
PAYOR'S NAME: XXXX CORP.
================================================================================
SUBSTITUTE Name (if joint names, list first and circle the name
of the person or entity whose number you enter in
Part I below. See instructions if your name has
changed.)
FORM W-9
Department of the
Treasury
Internal Revenue
Service
-----------------------------------------------------
Address
-----------------------------------------------------
City, State and Zip Code
-----------------------------------------------------
List account number(s) here (optional)
-----------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR Social Security
TAXPAYER IDENTIFICATION NUMBER number or TIN
("TIN") IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW
----------------------------------------------------
Part 2 - Check the box if you are NOT subject to
backup withholding under the provisions of section
3408(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding. [ ]
-------------------------- ----------------------------------------------------
Payor's Request for TIN CERTIFICATION - UNDER THE PENALTIES Part 3 - Check
OF PERJURY. I CERTIFY THAT THE if awaiting TIN
INFORMATION ON THIS FORM IS TRUE, [ ]
CORRECT AND COMPLETE.
Signature _____________ Date _____
-------------------------- ----------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE 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.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtaining a Number
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments
include the following:
/bullet/ A corporation.
/bullet/ An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
/bullet/ The United States or any agency or instrumentality thereof.
/bullet/ A state, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof, or a foreign government
or any political subdivision, agency or instrumentality thereof.
bullet/ An international organization or any agency or instrumentality thereof.
/bullet/ A foreign central bank of issue.
/bullet/ A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
/bullet/ A futures commission merchant registered with the Commodity Futures
Trading Commission.
/bullet/ A real estate investment.
/bullet/ An entity registered at all times during the tax year under the
Investment Company Act of 1940 or a common trust fund operated by a
bank under section 584(a).
/bullet/ A financial institution.
/bullet/ A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
/bullet/ A trust exempt from tax under section 664 as described in section 4947.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
/bullet/ Payments to nonresident aliens subject to withholding under section
1441.
/bullet/ Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
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/bullet/ Payments of patronage dividends where the amount received is not paid
in money.
/bullet/ Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding
include the following:
/bullet/ Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payor's trade or business and you have
not provided your correct taxpayer identification number to the payor.
/bullet/ Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
/bullet/ Payments described in section 6049(b)(5) to nonresident aliens.
/bullet/ Payments on tax-free covenant bonds under section 1451.
/bullet/ Payments made by certain foreign organizations.
/bullet/ Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. ALSO SIGN AND DATE THE FORM. Certain payments other than interest,
dividends, and patronage dividends that are not subject to information reporting
are also not subject to backup withholding. For details, see the regulations
under sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N.
Privacy Act Notice. -- Section 6109 requires most recipients of dividend
interest or other payments to give taxpayer identification numbers to payors who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold 20% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payor. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. --
If you fail to furnish your taxpayer identification number to a payor, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. --
If you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
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FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
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