EXHIBIT 99.1
LETTER OF TRANSMITTAL
PULTE CORPORATION
Offer to Exchange
Registered 9 1/2% Notes due 2003
For Any and All Outstanding
Unregistered 9 1/2% Notes due 2003
CUSIP No.
[ ]
Pursuant to the Prospectus dated
,
2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK
CITY TIME,
ON
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2000, UNLESS EXTENDED (THE “EXPIRATION DATE”).
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
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By Hand, Overnight Mail, Courier or Telegram: |
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By Mail: |
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Bank One Trust Company, National Association
Attn: Exchanges Global Corporate Trust Services
One North State Street, 9th Floor
Chicago, IL 60602 |
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Bank One Trust Company, National Association
Attn: Exchanges Global Corporate Trust Services
1 Bank One Plaza, Mail Suite IL 1-0122
Chicago, IL 60670-0122 |
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Bank One Trust Company, National Association
Attn: Exchanges Global Corporate Trust Services
14 Wall Street, 8th Floor
New York, NY 10005 |
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Bank One Trust Company, National Association
Attn: Exchanges Global Corporate Trust Services
14 Wall Street, 8th Floor
New York, NY 10005 |
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For information call:
(800) 524-9472 |
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Facsimile Transmission:
(312) 407-8853 |
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E-mail:
bondholders@em.fcnbd.com |
DELIVERY OF THIS LETTER OF
TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
The undersigned acknowledges that
he or she has received and reviewed the Prospectus, dated
,
2000 (the “Prospectus”), of PULTE CORPORATION,
a Michigan corporation (the “Company”), and this
Letter of Transmittal (the “Letter”), which
together constitute the Company’s offer (the
“Exchange Offer”) to exchange its
9 1/2% Notes due 2003 which have been registered under
the Securities Act of 1933, as amended (the “New
Notes”), for a like principal amount of the
Company’s issued and outstanding unregistered
9 1/2% Notes due 2003 (the “Original
Notes”).
For each Original Note accepted for
exchange, the Holder of such Original Note will receive a New
Note having a principal amount equal to that of the surrendered
Original Note. The New Notes will bear interest from the most
recent date to which interest has been paid on the Original Notes
or, if no interest has been paid on the Original Notes, from
April 3, 2000. Accordingly, registered Holders of New Notes
on the relevant record date for the first interest payment date
following the consummation of the Exchange Offer will receive
interest accrued from the most recent date to which interest has
been paid or, if no interest has been paid, from April 3,
2000. However, if that record date occurs prior to completion of
the Exchange Offer, then the interest payable on the first
interest payment date following the completion of the Exchange
Offer will be paid to the registered Holders of the Original
Notes on that record date. Original Notes accepted for exchange
will cease to accrue interest from and after the date of
consummation of the Exchange Offer and will be cancelled. Holders
of Original Notes whose Original Notes are accepted for exchange
will not receive any payment in respect of accrued interest on
such Original Notes otherwise payable on any interest payment
date for which the record date occurs on or after consummation of
the Exchange Offer.
This Letter is to be completed by a
Holder of Original Notes either if (1) certificates are to
be forwarded herewith or (2) tenders are to be made by
book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (“DTC” or
the “Book-Entry Transfer Facility”) pursuant to
the procedures set forth in “The Exchange Offer —
Book-Entry Transfer” section of the Prospectus. Holders of
Original Notes whose certificates are not immediately available,
or who are unable to deliver their certificates or confirmation
of the book-entry tender of their Original Notes into the
Exchange Agent’s account at the Book-Entry Transfer Facility
(a “Book-Entry Confirmation”) and all other
documents required by this Letter to the Exchange Agent on or
prior to the Expiration Date, must tender their Original Notes
according to the guaranteed delivery procedures set forth in
“The Exchange Offer — Guaranteed Delivery
Procedures” section of the Prospectus. See Instruction 1.
Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
Tenders by book-entry transfer may
also be made by delivering an Agent’s Message in lieu of
this Letter. The term “Agent’s Message” means a
message transmitted by the Book-Entry Transfer Facility and
received by the Exchange Agent and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant
has received and agrees to be bound by this Letter and the
Company may enforce this Letter against such participant.
As used in this Letter, the term
“Holder” with respect to the Exchange Offer means any
person in whose name Original Notes are registered on the books
of the Company or, with respect to interests in global notes held
by DTC, any DTC participant listed in an official DTC proxy. The
undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
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, the undersigned represents that the Original Notes to
be exchanged for the New Notes were acquired as a result of
market-making activities or other trading activities, and the
undersigned acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act of 1933, as
amended, in connection with any resale of such New Notes;
however, by so acknowledging and by delivering such a prospectus
the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act
of 1933, as amended.
List below the Original Notes to
which this Letter relates. If the space provided below is
inadequate, the certificate numbers and principal amount of
Original Notes should be listed on a separate signed schedule
affixed hereto.
2
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| DESCRIPTION OF ORIGINAL NOTES |
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Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank) |
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Certificate
Number(s)* |
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Aggregate
Principal Amount
of Original Notes |
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Principal/Amount
Tendered** |
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Total: |
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| * Do not complete if Original Notes are being tendered by book-entry transfer. |
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| ** A Holder will be deemed to have tendered ALL Original Notes unless a lesser amount is specified in this column. See Instruction 2. Original Notes tendered hereby must be in
denominations of $100,000 and integral multiples of $1,000 in excess thereof. See Instruction 1. |
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[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number ------------------------------------------------------------------------------------------------------------------------------
Transaction Code Number |
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[ ] CHECK HERE IF TENDERED ORIGINAL 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 Execution of Notice of Guaranteed Delivery
Name of
Institution Which Guaranteed Delivery
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number ----------------------------------------------------------------------------------------------------------
- -------------------- Transaction Code Number |
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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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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Company the
aggregate principal amount of Original Notes indicated on
page 3. Subject to, and effective upon, the acceptance for
exchange of the Original Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Original
Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned’s true and lawful agent
and attorney-in-fact with respect to such tendered Original
Notes, with full power of substitution, among other things, to
cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that
the undersigned has full power and authority to tender, sell,
assign and transfer the Original Notes, and to acquire the New
Notes issuable upon the exchange of such tendered Original Notes,
and that, when the same are accepted for exchange, 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 accepted by the
Company. The undersigned hereby further represents that:
(1) any New Notes acquired in exchange for Original 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 undersigned, (2) neither the Holder of
such Original Notes nor any such other person has an arrangement
or understanding with any person to participate in the
distribution of such New Notes and (3) neither the Holder of
such Original Notes nor any such other person is an
“affiliate” of the Company as defined in Rule 405
under the Securities Act of 1933, as amended (the
“Securities Act”).
The undersigned acknowledges that this Exchange Offer is being
made in reliance on interpretations by the staff of the
Securities and Exchange Commission (the “SEC”),
as set forth in no-action letters issued to third parties, that
the New Notes issued pursuant to the Exchange Offer in exchange
for the Original Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any such
Holder that is an “affiliate” of the Company 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 such Holders are
not broker-dealers, such New Notes are acquired in the ordinary
course of such Holders’ business and such Holders have no
arrangement or understanding with any person to participate in
the distribution of such New Notes. However, the SEC has not
considered the Exchange Offer in the context of a no-action
letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange
Offer as in other circumstances. If any Holder is an affiliate of
the Company, or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired
pursuant to the Exchange offer, such Holder (i) could not
rely on the applicable interpretations of the staff of the SEC
and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale transaction. If the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for
Original Notes, it represents that the Original Notes to be
exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities and
acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of such New Notes; however, by so acknowledging and by delivering
a prospectus meeting the requirements of the Securities Act, 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 reasonably deemed by the Company to be
necessary or desirable to complete the sale, assignment and
transfer of the Original Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and
shall not be affected
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by, and shall survive, the death or incapacity of the
undersigned. This tender may be withdrawn only in accordance with
the procedures set forth in “The Exchange Offer —
Withdrawal Rights” section of the Prospectus.
Unless otherwise indicated herein in the box entitled
“Special Issuance Instructions” below, please deliver
the New Notes (and, if applicable, substitute certificates
representing Original Notes for any Original Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated
above maintained at the Book-Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled “Special
Delivery Instructions” below, please send the New Notes
(and, if applicable, substitute certificates representing
Original Notes for any Original Notes not exchanged) to the
undersigned at the address shown above in the box entitled
“Description of Original Notes.”
The undersigned, by completing the box entitled “Description
of Original Notes” on page 3 and signing this letter,
will be deemed to have tendered the Original Notes as set forth
in such box on page 3.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Original Notes not exchanged
and/or New Notes are to be issued in the name of someone other
than the person or persons whose signature(s) appear(s) on this
Letter on page 7, or if Original Notes delivered by
book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue: [ ] New
Notes [ ] Original Notes
Name(s)
(Please Type or Print)
Address
Taxpayer Identification or
Social Security No.
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Credit unexchanged Original Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth
below. |
(Book-Entry Transfer Facility Account Number,
if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Original Notes not exchanged
and/or New Notes are to be sent to someone other than the person
or persons whose signature(s) appear(s) on this Letter or to such
person or persons at an address other than shown in the box
entitled “Description of Original Notes” on this
Letter.
Mail: [ ] New
Notes [ ] Original Notes
Name(s)
(Please Type or Print)
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ALL TENDERING HOLDERS
PLEASE SIGN HERE
(Complete Substitute Form W-9 on next page)
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, 2000 |
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, 2000 |
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Signature(s) of owner |
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Date |
Area Code and
Telephone Number
This Letter must be signed by the registered holder(s) or DTC
participant(s) exactly as the name(s) appear(s) on the Original
Notes or on a security position listing or by any person(s)
authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting
in a fiduciary or representative capacity, please provide the
following information. See Instruction 3.
Name(s):
(Please Type or Print)
Capacity (Full Title):
Address:
Taxpayer Identification or
Social Security No.:
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed
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(Authorized Signature)
Name and Title:
Name of Firm:
Dated: ________________________, 2000
IMPORTANT: This Letter (or a facsimile hereof), together
with the certificates for Original Notes or a Book-Entry
Confirmation and all other required documents or The Notice of
Guaranteed Delivery, must be received by the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration
Date.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
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| PAYOR’S NAME: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION |
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SUBSTITUTE
Form W-9 |
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PART 1: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW. |
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TIN
Social Security Number
OR
Employer Identification Number
TIN Applied For [ ] |
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Payor’s Request for
Taxpayer Identification
Number (TIN) and
Certification Department
Department of the Treasury
Internal Revenue Service |
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CERTIFICATION: Under the 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);
(2) I am not subject to backup withholding either because:
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service (the
“IRS”) that I am 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.
SIGNATURE
DATE
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You must cross out item (2) of the above certification if
you have been notified by the IRS that you are subject to backup
withholding because of underreporting of 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. |
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 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 by the time of the exchange, 31%
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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| Certificate of Foreign Status |
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SUBSTITUTE |
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Form W-8
Department of the Treasury
Internal Revenue Service |
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Name of owner (If joint account, also give joint
owner’s name.) |
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Please
Print
or Type |
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Permanent address (If you are an individual, provide
the address of your permanent residence. If you are a partnership
or corporation, provide the address of your principal office. If
you are an estate or trust, provide the permanent address or
principal office of any fiduciary.)
City, province or state, postal code, and country |
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Current mailing address, if different from permanent
address (Include apt. or suite no., or P.O. box if mail
is not delivered to street address.) |
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City, town or post office, state and ZIP code (If
foreign address, enter city, province or state, postal code, and
country.) |
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Please
Sign
Here |
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Certification — Under penalties of
perjury, I certify that I am an exempt foreign person, for Backup
Withholding purposes, under the U.S. Federal income tax
laws, because:
1. I am a nonresident alien individual or a
foreign corporation, partnership, estate or trust,
2. If an individual, I have not been, and do
not plan to be, present in the United States for a total of
183 days or more during the calendar year, and
3. I am neither engaged, nor plan to be engaged
during the year, in a U.S. trade or business that has
effectively connected gains from transactions with a broker or
barter exchange. |
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Signature
Date
[ARROW] |
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9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter is to be completed by
Holders of Original Notes either if certificates are to be
forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in
“The Exchange Offer — Book-Entry Transfer”
section of the Prospectus. Certificates for all physically
tendered Original Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter
(or manually signed facsimile hereof), with any required
signature guarantees, and any other documents required by this
Letter, must be received by the Exchange Agent at the address set
forth herein on or prior to the Expiration Date, or the
tendering Holder must comply with the guaranteed delivery
procedures set forth below. Original Notes tendered hereby must
be in denominations of principal amount of $100,000 and integral
multiples of $1,000 in excess thereof.
Holders who tender their Original Notes by delivering an
Agent’s Message do not need to submit this Letter.
Holders whose certificates for Original Notes are not immediately
available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the
Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis, may tender their Original
Notes pursuant to the guaranteed delivery procedures set forth in
“The Exchange Offer — Guaranteed Delivery
Procedures” section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible
Institution, (ii) prior to 5:00 P.M., New York
City time, on the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and
duly executed Letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the Holder of Original
Notes and the amount of Original Notes tendered stating that the
tender is being made thereby and guaranteeing that within three
New York Stock Exchange (“NYSE”) trading
days after the Expiration Date, the certificates for all
physically tendered Original Notes, in proper form for transfer,
or a Book-Entry confirmation, as the case may be, and any other
documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Original Notes, in
proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and all other documents required by this Letter, are
received by the Exchange Agent within three NYSE trading days
after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER, THE ORIGINAL NOTES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF
DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
See “The Exchange Offer” section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If less than all of the
Original Notes evidenced by a submitted certificate are to be
tendered, the tendering Holder(s) should fill in the aggregate
principal amount of the Original Notes to be tendered in the box
above entitled “Description of Original Notes —
Principal Amount Tendered.” A reissued certificate
representing the balance of non-tendered Original Notes will be
sent to such tendering Holder, unless otherwise provided in the
appropriate box on this Letter promptly after the Expiration
Date. All of the Original Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter
is signed by the registered Holder of the Original Notes tendered
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hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change
whatsoever. If this Letter is signed by a participant in DTC, the
signature must correspond with the name as it appears on the
security position listing as the owner of the Original Notes.
If any tendered Original Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter.
If any tendered Original Notes are registered in different names,
it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different
registrations of the Original Notes.
When this Letter is signed by the registered Holder(s) of the
Original Notes specified herein and tendered hereby, no
endorsements of the tendered Original Notes or separate bond
powers are required. If, however, the New Notes are to be issued,
or any untendered Original Notes are to be reissued, to a person
other than the registered Holder, then endorsements of any
Original Notes transmitted hereby or separate bond powers are
required. Signatures on the Original Notes or bond power must be
guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered
Holder(s) of any Original Notes specified herein, such Original
Notes must be endorsed or accompanied by appropriate bond powers,
in either case signed exactly as the name or names of the
registered Holder or Holders appear(s) on the Original Notes (or
security position listing) and signatures on the Original Notes
or bond power must be guaranteed by an Eligible Institution.
If this Letter 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, unless waived by the Company, must
submit proper evidence satisfactory to the Company of their
authority to so act.
Endorsements on Original Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by 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) 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 (an “Eligible Institution”).
Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Original Notes are tendered: (i) by a
registered Holder of Original Notes (which term, for purposes of
the Exchange Offer, includes any participant in the Book-Entry
Transfer Facility whose name appears on a security position
listing as the owner of such Original Notes) who has not
completed the box entitled “Special Issuance
Instructions” or “Special Delivery Instructions”
on this Letter, or (ii) for the account of an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Original Notes should indicate in the
applicable box on page 6 the name and address to which New
Notes issued pursuant to the Exchange Offer and/ or substitute
certificates evidencing Original Notes not exchanged are to be
issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a
different name, the employer identification or social security
number of the person named must also be indicated. Holders
tendering Original Notes by book-entry transfer may request that
Original Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such note
Holder may designate hereon. If no such instructions are given,
such Original Notes not exchanged will be returned to the name
and address of the person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER. Federal
income tax law generally requires that a tendering Holder whose
Original Notes are accepted for exchange must provide the Company
(as payor) with such Holder’s correct Taxpayer
Identification Number (“TIN”) on the Substitute
Form W-9 on page 8, which in the case of a tendering
Holder who is an individual, is his or her social security
number. If the Company is not provided with the current TIN or an
adequate basis for an exemption from backup
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withholding, such tendering Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, the
Exchange Agent may be required to withhold 31% of the amount of
any reportable payments made after the exchange to such tendering
Holder of New Notes. If withholding results in an overpayment of
taxes, a refund may be obtained.
Exempt Holders of Original Notes (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. Exempt
holders, other than foreign individuals, should furnish their
TIN, write “Exempt” on the face of the Substitute
Form W-9 and sign, date and return the form to the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the
“W-9 Guidelines”) for additional instructions. If
the tendering holder of Original Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder
must give the Exchange Agent a completed Form W-8
Certificate of Foreign Status, a form of which is included on
page 9.
To prevent backup withholding, each tendering Holder of Original
Notes must provide its correct TIN by completing the Substitute
Form W-9 on page 8, certifying, under penalties of
perjury, that the TIN provided is correct (or that such Holder is
awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified
by the Internal Revenue Service that such Holder is subject to
backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service
has notified the Holder that such Holder is no longer subject to
backup withholding. If the Original Notes are in more than one
name or are not in the name of the actual owner, such Holder
should consult the W-9 Guidelines for information on which TIN to
report. If such Holder does not have a TIN, such Holder should
consult the W-9 Guidelines for instructions on applying for a
TIN, check the box in Part 2 of the Substitute Form W-9
and write “applied for” in lieu of its TIN Note.
Checking this box and writing “applied for” on the form
means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If the
box in Part 2 of the Substitute Form W-9 is checked,
the Exchange Agent will retain 31% of reportable payments made to
a Holder during the 60-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange
Agent with his or her TIN within 60 days of the Substitute
Form W-9, the Exchange Agent will remit such amounts
retained during such 60-day period to such Holder and no further
amounts will be retained or withheld from payments made to the
Holder thereafter. If, however, such Holder does not provide its
TIN to the Exchange Agent within such 60-day period, the Exchange
Agent will remit such previously withheld amounts to the
Internal Revenue Service as backup withholding and will withhold
31% of all reportable payments to the Holder thereafter until
such Holder furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES. The Company will pay all
transfer taxes, if any, applicable to the transfer of Original
Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes and/ or substitute Original Notes not
exchanged 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, or if a transfer tax is
imposed for any reason other than the transfer of Original Notes
to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the
registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such
tendering Holder.
Except as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the Original
Notes specified in this Letter.
7. NO CONDITIONAL TENDERS. No alternative,
conditional, irregular or contingent tenders will be accepted.
All tendering Holders of Original Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance
of their Original Notes for exchange.
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Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with
respect to any tender of Original Notes nor shall any of them
incur any liability for failure to give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL
NOTES. Any Holder whose Original Notes have been
mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
This Letter and related documents cannot be processed until the
procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.
9. WITHDRAWAL RIGHTS. Tenders of Original
Notes may be withdrawn at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date. For a withdrawal
of a tender of Original Notes to be effective, a written notice
of withdrawal must be received by the Exchange Agent at the
address on page 1 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 tendered the
Original Notes to be withdrawn (the “Depositor”
), (ii) identify the Original Notes to be withdrawn
(including certificate number or numbers and the principal amount
of such Original Notes), (iii) contain a statement that
such Holder is withdrawing his election to have such Original
Notes exchanged, (iv) be signed by the Holder in the same
manner as the original signature on the Letter by which such
Original Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer to have
the Trustee with respect to the Original Notes register the
transfer of such Original Notes in the name of the person
withdrawing the tender and (v) specify the name in which
such Original Notes are registered, if different from that of the
Depositor. If Original Notes have been tendered pursuant to the
procedure for book-entry transfer set forth in “The Exchange
Offer — Book-Entry Transfer” section of the
Prospectus, any notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Original Notes and otherwise comply
with the procedures of such facility.
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 Original Notes so withdrawn will be deemed not to
have been validly tendered for exchange for purposes of the
Exchange Offer and no New Notes will be issued with respect
thereto unless the Original Notes so withdrawn are validly
retendered. Any Original Notes that have been tendered for
exchange but which are not exchanged for any reason will be
returned to the Holder thereof without cost to such Holder (or,
in the case of Original Notes tendered by book-entry transfer
into the Exchange Agent’s account at the Book-Entry Transfer
Facility pursuant to the book-entry transfer procedures set
forth in “The Exchange Offer — Book-Entry
Transfer” section of the Prospectus, such Original Notes
will be credited to an account maintained with the Book-Entry
Transfer Facility for the Original Notes) as soon as practicable
after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Original Notes may be
retendered by following the procedures described above at any
time on or prior to 5:00 P.M., New York City time, on
the Expiration Date.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus, this Letter,
the Notice of Guaranteed Delivery and other related documents may
be directed to the Exchange Agent, at the address and telephone
number indicated on page 1.
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