EXHIBIT 99
LETTER OF TRANSMITTAL
Offer for all Outstanding Privately Placed
9.75% Senior Secured Notes due November 1, 2003
in Exchange for
Series B 9.75% Senior Secured Notes due November 1, 2003
of
FM 1993A CORP.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _____________, 1994, UNLESS EXTENDED
The Exchange Agent will be State Street Bank and Trust Company,
whose mailing address, facsimile number and telephone number are as follows:
By Overnight
By Hand: By Mail: Express: By Telephone:
State Street Bank State Street Bank State Street Bank (617) 985-3023
and Trust Company and Trust Company and Trust Company
Corporate Trust Corporate Trust Corporate Trust
Window, 4th Floor Department Department
Two International P.O. Box 778 Two International By Facsimile:
Place Boston, Boston, Place Boston,
Massachusetts 02110 Massachusetts 02102 Massachusetts 02110 (617) 985-3034
Attn: Andrew Sinasky Attn: Andrew Sinasky Attn: Andrew Sinasky
DESCRIPTION OF SECURITIES TENDERED
Name and Address of Registered
Holder as it Appears on the
Privately Placed 9.75% Senior
Secured Notes due Certificate
November 1, 2003 Number(s) of Principal Amount of
("Old Notes") Old Notes Transmitted Old Notes Transmitted
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
EXHIBIT 99
Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal
amount of Privately Placed 9.75% Senior Secured Notes due November 1, 2003
(the "Old Notes") for a like principal amount of Series B 9.75% Senior
Secured Notes due November 1, 2003 (the "New Notes") of FM 1993A Corp. (the
"Issuer"), upon the terms and subject to the conditions contained in the
Registration Statement on Form S-11 filed by Foodmaker, Inc., the Issuer,
CRC-I Limited Partnership ("CRC-I") and CRC-II Limited Partnership ("CRC-II")
(collectively, the "Co-Registrants") with the Securities and Exchange
Commission (the "Registration Statement") and the accompanying Prospectus
dated _____________, 1994 included therein (the "Prospectus"), receipt of
each of which is hereby acknowledged.
2. The undersigned hereby acknowledges and agrees that the New Notes
will bear interest from and including July 1, 1994 (the last date on which
interest will have been paid on the Old Notes prior to the exchange).
Accordingly, the undersigned will forego accrued but unpaid interest on his,
her or its Old Notes that are exchanged for New Notes from and including July
1, 1994, but will receive such interest under the New Notes.
3. The undersigned hereby represents and warrants that it has full
authority to tender the Old Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Issuer to be necessary or desirable to complete the exchange of the Old
Notes.
4. The undersigned understands that the tender of the Old Notes
pursuant to all of the procedures set forth in the Prospectus will constitute
an agreement between the undersigned and the Issuer as to the terms and
conditions set forth in the Prospectus.
5. The undersigned hereby represents and warrants that the
undersigned is acquiring the New Notes in the ordinary course of the business
of the undersigned and that the undersigned is not engaged in, and does not
intend to engage in, a distribution of the New Notes.
6. If the undersigned is a broker-dealer, (i) it hereby represents
and warrants that it acquired the Old Notes for its own account as a result
of market-making activities or other trading activities, and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act of 1933, as amended (the "Securities Act") in connection
with any resale of the New Notes received hereby. The acknowledgment
contained in the foregoing sentence shall not be deemed an admission that the
undersigned is an "underwriter" within the meaning of the Securities Act.
7. Any obligation of the undersigned hereunder shall be binding upon
the successors, assigns, executors, administrators, trustees in bankruptcy
and legal and personal representatives of the undersigned.
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SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the New Notes are to be sent to someone
other than the undersigned or to the undersigned at an address other than
that provided above.
Mail to:
Name__________________________________
(Please Print)
Address_______________________________
_______________________________
_______________________________
(Include Zip Code)
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SIGNATURE
____________________________________
(Name of Registered Holder)
By:_________________________________
Name:
Title:
Date:_______________________________
(Must be signed by registered holder exactly as name appears on Old Notes.
If signature is by trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 4.)
Address _______________________
_______________________
_______________________
Telephone No._______________________
Taxpayer Identification No.:_____________________________________________
Signature Guaranteed By:_________________________________________________
(See Instruction 1)
Title:
Name of Institution:
Address:
Date:
PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS
LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company having an
office in the United States (an "Eligible Institution") unless (i) the
"Special Issuance and Delivery Instructions" above have not been completed,
or (ii) the Old Notes described above are tendered for the account of an
Eligible Institution.
2. Delivery of Letter of Transmittal and Old Notes. The Old Notes,
together with a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof), should be mailed or delivered to the Exchange Agent
at the address set forth above.
The method of delivery of Old Notes and other documents is at the election
and risk of their respective holder. If delivery is by mail, registered mail
(with return receipt), properly insured, is suggested.
3. Guaranteed Delivery Procedures. Registered 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, the Letter of Transmittal or any
other required documents to the Exchange Agent prior to the Expiration Date,
may effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from
such 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 registered
holder of the Old Notes, the certificate number or numbers of such
Old Note(s) and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within
five New York Stock Exchange trading days after the ExpirationDate,
the Letter of Transmittal (or facsimile thereof) together with the
certificate(s) representing the Old Notes and any other documents
required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all
tendered Old Notes in proper form for transfer and all other
documents required by the Letter of Transmittal are received by the
Exchange Agent within five New York Stock Exchange trading days
after the Expiration Date.
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Upon request of the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to registered holders who wish to tender their Old Notes
according to the guaranteed delivery procedures set forth above.
4. Signatures on Letter of Transmittal, Bond Powers and
Endorsements. If this Letter of Transmittal is signed by a person other than
a registered holder of any Old Notes, such Old 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 on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such person should so indicate when signing, and, unless waived by the
Issuer, proper evidence satisfactory to the Issuer of their authority to so
act must be submitted.
5. Exchange of Old Notes Only. Only the above-described Old Notes
may be exchanged for New Notes pursuant to the Exchange Offer.
6. Miscellaneous. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of
tendered Old Notes will be resolved by the Issuer, whose determination will
be final and binding. The Issuer reserves the absolute right to reject any
or all tenders that are not in proper form or the acceptance of which would,
in the opinion of counsel for the Issuer, be unlawful. The Issuer also
reserves the right to waive any irregularities or conditions of tender as to
particular Old Notes. The Issuer's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter
of Transmittal) will be final and binding. Unless waived, any irregularities
in connection with tenders or consents must be cured within such time as the
Issuer shall determine. Neither the Issuer nor the Exchange Agent shall be
under any duty to give notification of defects in such tenders or shall incur
liabilities for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such irregularities have been cured or
waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the irregularities have not been cured or waived
will be returned by the Exchange Agent to the tendering holder thereof.
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