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 MIDNIGHT, NEW YORK CITY TIME,
ON _____________, 1994, UNLESS EXTENDED
The Exchange Agent will be State Street Bank and Trust Company,
whose addresses, facsimile number and telephone number are as follows:
By Hand: By Mail: By Overnight Express: By Facsimile:
State Street Bank State Street Bank State Street Bank and
and Trust Company and Trust Company Trust Company (617) 664-5376
Corporate Trust Corporate Trust Corporate Trust
Window Fourth Department Department
Floor Two P.O. Box 778 Fourth Floor
International Boston, Two International
Place Boston, Massachusetts 02102 Place By Telephone:
Masachusetts Attn: Andrew Boston, Massachusetts
02110 Sinasky 02110 (617) 664-5608
Attn: Andrew Attn: Andrew Sinasky
Sinasky
DESCRIPTION OF SECURITIES TENDERED
Name and Address of Registered
Holder as it Appears on the
Privately Placed 9.75% Senior Certificate Number(s) Principal Amount
Secured Notes due November 1, of of Old Notes
2003 ("Old Notes") Old Notes Transmitted Transmitted
_____________________________ _______________________ ___________________
_____________________________ _______________________ ___________________
_____________________________ _______________________ ___________________
_____________________________ _______________________ ___________________
_____________________________ _______________________ ___________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
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-4 filed by Foodmaker, Inc., the
Issuer, CRC-I Limited Partnership and CRC-II Limited Partnership with the
Securities and Exchange Commission (the "Registration Statement") and the
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 not an "affiliate" or "promotor" (as such terms are defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"))
of the Issuer, 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, (a) it hereby
represents and warrants that it is holding Old Notes only as nominee or
(b) (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, (ii) it hereby undertakes to comply with the requirements of the
Securities Act, including the delivery of a prospectus which contains a plan
of distribution with respect to such resale transactions (such plan of
distribution need not name the broker-dealer or disclose the amount of New
Notes held by the broker-dealer) in connection with any resale of the New
Notes received hereby and (iii) it hereby represents and warrants that it has
not entered into any arrangement or understanding with the Issuer or any
affiliate of the Issuer to distribute the New Notes received pursuant to the
Exchange Offer. The undertaking contained in the
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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.
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.
INSTRUCTIONS
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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 one of the addresses 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 execution of
the Notice of Guaranteed Delivery, 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 execution of the Notice of Guaranteed Delivery.
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Upon request to 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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