Exhibit 99.1
LETTER OF TRANSMITTAL
Offer to Exchange
9 1/2% Senior Subordinated Notes Due 2008
for any and all outstanding
9 1/2% Senior Subordinated Notes Due 2008
of
Carrols Corporation
The Exchange Offer Will Expire at 5:00 P.M., New York City Time,
On [ ], 1999, Unless Extended By
Carrols Corporation (the "Expiration Date").
The Exchange Agent
for the Exchange Offer is:
IBJ WHITEHALL BANK & TRUST COMPANY
By Hand or Overnight Courier:
IBJ Whitehall Bank & Trust Company
1 State Street
New York, New York 10004
Attention: Corporate Trust Administration
By Mail:
IBJ Whitehall Bank & Trust Company
1 State Street
New York, New York 10004
Attention: Corporate Trust Administration
or
By Facsimile:
IBJ Whitehall Bank & Trust Company
Attention: Corporate Trust Administration
Facsimile Number: (212) 858-2952
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates of
Old Notes are to be forwarded herewith to the Exchange Agent or if delivery of
Old Notes is to be made by book-entry transfer to an account maintained by the
Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer - Book-Entry Transfer." Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
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 or any person whose Old Notes are held of record by DTC.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date may tender their Old Notes
according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer - Guaranteed Delivery Procedure."
The undersigned must check the appropriate boxes at page 6 below and
sign this Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus dated [ ],
1999 (the "Prospectus") of Carrols Corporation (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe
the Company's offer (the "Exchange Offer") to exchange $1,000 in principal
amount of 9 1/2% Senior Subordinated Notes Due 2008 (the "Exchange Notes"),
for each $1,000 in principal amount of outstanding 9 1/2% Senior Subordinated
Notes Due 2008 (the "Old Notes"). The terms of the Exchange Notes are
substantially identical in all respects (including principal amount, interest
rate and maturity) to the terms of the Old Notes for which they may be
exchanged pursuant to the Exchange Offer, except that the Exchange Notes are
freely transferable by Holders thereof (except as provided herein or in the
Prospectus) and are issued without any right to registration under the
Securities Act of 1933, as amended (the "Securities Act"). Capitalized terms
used herein but not defined herein have the meanings ascribed to them in the
Prospectus.
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the principal amount of the Old
Notes indicated in Box 1, below. The undersigned is the registered owner of
all the Old Notes, and the undersigned represents that it has received from
each beneficial owner of tendered Old Notes ("Beneficial Owner(s)") a duly
completed and executed form of "Instructions to Registered Holder from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
Old Notes tendered herewith, the undersigned hereby irrevocably exchanges,
assigns and transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent acts as the agent of the Company in connection with the Exchange Offer)
to cause the Old Notes to be assigned, transferred and exchanged. The
undersigned agrees that acceptance of any and all validly tendered Old Notes
by the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement and that the Company and the Guarantors shall
have no further obligations or liabilities thereunder.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Exchange Offer and has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered
hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that, when such tendered Old Notes 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. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete and give effect
to the transactions contemplated hereof.
The undersigned represents that it and each Beneficial Owner
acknowledge that the Exchange Offer is being made in reliance on an
interpretation by the staff of the Securities and Exchange Commission (the
"SEC"), not issued in connection with the Company or the Exchange Offer, to
the effect that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Old Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder which 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 of 1993, as amended (the "Securities Act"),
provided that such Exchange 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 Exchange Notes, and as
to broker-dealer prospectus delivery requirements, subject to the provisions
of the paragraph below. See "Shearman & Sterling," SEC No-Action Letter
(available July 2, 1993). Any Holder who tenders in the Exchange Offer for the
purpose of participating in a distribution of the Exchange Notes cannot rely
on such interpretation by the staff of the SEC and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. See "Morgan Stanley & Co.,
Inc." SEC No-Action Letter (available June 5, 1991), and "Exxon Capital
Holdings Corporation," SEC No-Action Letter (available May 13, 1988).
3
The undersigned hereby represents and warrants that (i) the Exchange
Notes or interests therein received by the undersigned and any Beneficial
Owner(s) pursuant to the Exchange Offer are being acquired by the undersigned
and any Beneficial Owner(s) in the ordinary course of business of the
undersigned and any Beneficial Owner(s) receiving such Exchange Notes, (ii)
neither the undersigned nor any Beneficial Owner(s) is participating, intends
to participate or has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, (iii) the undersigned
and any Beneficial Owner(s) acknowledge that any person who is a broker-dealer
under the Exchange Act or is participating in the Exchange Offer for the
purpose of distributing the Exchange Notes must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
a secondary resale of the Exchange Notes and any interest therein acquired by
such person and cannot rely on the position of the Staff of the SEC set forth
in the no-action letters that are discussed above, (iv) the undersigned and
each Beneficial Owner understand that a secondary resale transaction described
in the preceding clause (iii) and any resale of the Exchange Notes and any
interest therein obtained by the undersigned and in exchange for the Old Notes
originally acquired by the undersigned directly from the Company should be
covered by an effective registration statement containing the selling security
holder information required by Item 507 and 508, as applicable, of Regulation
S-K of the SEC and (v) neither the undersigned nor any Beneficial Owner(s) is
an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company, or if either the undersigned or any Beneficial Owner(s) is an
affiliate, that the undersigned and any such Beneficial Owner(s) will comply
with the prospectus delivery requirements of the Securities Act in connection
with the disposition of any Exchange Notes to the extent applicable. If the
undersigned or any Beneficial Owner(s) is a broker-dealer, the undersigned
further represents that (x) it and any such Beneficial Owner(s) acquired Old
Notes for the undersigned's and any such Beneficial Owner's own account as a
result of market-making activities or other trading activities, (y) neither
the undersigned nor any Beneficial Owner(s) has entered into any arrangement
or understanding with the Company or any "affiliate" of the Company (within
the meaning of Rule 405 under the Securities Act) to distribute the Exchange
Notes to be received in the Exchange Offer and (z) the undersigned and any
Beneficial Owner(s) acknowledge that the undersigned and any Beneficial
Owner(s) will deliver a copy of a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange Notes. By so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. The Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with the resales of
Exchange Notes received in exchange for Old Notes where Old Notes were
acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company intends to make the Prospectus (as it
may be amended or supplemented) available to any broker-dealer for use in
connection with any such resale for a period of 180 days after the expiration
date of the Exchange Offer.
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, Holders of the Old Notes in any jurisdiction in which
the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction or would otherwise not be in
compliance with any provision of any applicable security law. For purposes of
compliance with state blue sky laws, the undersigned represents and warrants
to the Company that the state in which each Beneficial Owner's principal
business office is located or the state of each Beneficial Owner's principal
residence is one of the states which is listed on Schedule A attached hereto.
The undersigned hereby represents and warrants that the information set forth
in Box 2 is true and correct.
The Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Exchange -- Certain Conditions to the
Exchange Offer." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by the Company), as more
particularly set forth in the Prospectus, the Company may not be required to
exchange any of the Old Notes rendered hereby, and in such event, the Old
Notes not exchanged will be returned to the undersigned at the address
indicated below. The undersigned acknowledges that prior to the Exchange
Offer, there has been no public market for the Old Notes or the Exchange
Notes. The Company does not intend to list the Exchange Notes on a national
securities exchange. There can be no assurance that an active market for the
Exchange Notes will develop. The undersigned understands and acknowledges that
the Company reserves the right in its sole discretion to purchase or make
offers for any Old Notes that remain outstanding subsequent to the Expiration
Date and, to the extent permitted by applicable law, purchase Old Notes in the
open market, in privately negotiated transactions or otherwise.
4
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described in the Prospectus under the caption "The
Exchange Offer" and in the instructions hereto will constitute a binding
agreement between the undersigned and the Company in accordance with the terms
and subject to the conditions of the Exchange Offer.
All questions as to the validity, form, eligibility (including time
of receipt) and acceptance of Letters of Transmittal or Old Notes tendered for
exchange, and of withdrawal of the tendered Old Notes, will be determined by
the Company in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or if, in the sole judgment
of the Company, (i) the Exchange Offer would violate any law, statute, rule or
regulation or an interpretation thereof of the SEC staff or (ii) any
governmental approval has not been obtained, which approval the Company deems
necessary for the consummation of the Exchange Offer. The Company also
reserves the absolute right to waive any defects of irregularities as to any
particular Old Notes or conditions of the Exchange Offer either before or
after the Expiration Date (including the right to waive the ineligibility of
any Holder who seeks to tender Old Notes in the Exchange Offer). The
interpretation of the terms and conditions of the Exchange Offer by the
Company shall be final and binding on all parties. Unless waived, any defects
or irregularities in connection with tenders of Old Notes to exchange must be
cured within such reasonable period of time as the Company shall determine.
None of the Company, the Guarantors, the Exchange Agent nor any other person
shall be under any duty to give notification of any defect or irregularity
with respect to any tender of Old Notes for exchange, 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 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 without cost to such Holder by the Exchange
Agent to the tendering Holders of Old Notes, as soon as practicable following
the Expiration Date.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, the death or incapacity of the undersigned and
any Beneficial Owner(s), and every obligation of the undersigned or any
Beneficial Owner(s) shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned and any Beneficial Owner(s). The
undersigned also agrees that except as provided in the Prospectus and set
forth in Instruction 3 below, the Old Notes tendered hereby cannot be
withdrawn.
Certificates for all Exchange Notes delivered in exchange for
tendered Old Notes and any Old Notes delivered herewith but not exchanged, and
registered in the name of the undersigned, shall be delivered to the
undersigned at the address shown below the signature of the undersigned,
unless otherwise indicated on page 6.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES TENDERED HEREWITH" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE OLD NOTES AND MADE THE REPRESENTATIONS DESCRIBED HEREIN AND IN
THE PROSPECTUS.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Holder(s)
Date:_______________________________, 1999
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
certificate(s) of Old Notes. 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, please set forth the
full title of such person.) See Instruction 4.
Name(s):_______________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity (full title):_________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.:___________________________________________________
Taxpayer Identification No.:___________________________________________________
GUARANTEE OF SIGNATURE(S)
(If Required - See Instruction 4)
Authorized Signature:__________________________________________________________
Name:__________________________________________________________________________
Title:_________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Name of Firm:__________________________________________________________________
Area Code and Telephone No.:___________________________________________________
Date:_______________________________, 1999
6
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
A Holder that is a participant in The Depository Trust Company's
system may utilize The Depository Trust Company's Automated Tender Offer
Program to tender Old Notes.
|_| CHECK HERE IF YOU ARE TENDERING OLD NOTES IN CERTIFICATED FORM AND WISH
TO RECEIVE AN INTEREST IN THE GLOBAL EXCHANGE NOTE AND COMPLETE THE
FOLLOWING:
Account Number:________________________________________________________________
Transaction Code Number:_______________________________________________________
|_| CHECK HERE IF YOU ARE TENDERING OLD NOTES IN CERTIFICATED FORM AND WISH
TO RECEIVE EXCHANGE NOTES IN CERTIFICATED FORM.
|_| CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_______________________ |_| The Depository
Trust Company
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):_____________________________________________
Name of Eligible Institution that Guaranteed Delivery:____________________
If Delivered by Book-Entry Transfer:
Account Number:___________________________________________________________
|_| CHECK HERE ONLY IF EXCHANGE NOTES OR UNEXCHANGED OLD NOTES DELIVERED
HEREWITH ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE
UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail Exchange Notes to:
Name:_____________________________________________________________________
(Please Print)
Address:__________________________________________________________________
__________________________________________________________________________
Tax Identification Number:________________________________________________
Social Security No.:______________________________________________________
|_| 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:__________________________________________________________________
__________________________________________________________________________
7
List in Box 1 the Old Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, information should be
listed on a separate signed schedule affixed hereto.
- --------------------------------------------------------------------------------------------------------------------
BOX 1
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
- ---------------------------------------- ------------------------ ------------------------ -------------------------
Name(s) and Address(es) Certificate Aggregate Principal Principal Amount
of Registered Holder(s) Number(s)* Amount Represented Tendered**
(Please fill in) by Old Notes*
- ---------------------------------------- ------------------------ ------------------------ -------------------------
- ---------------------------------------- ------------------------ ------------------------ -------------------------
- ---------------------------------------- ------------------------ ------------------------ -------------------------
- ---------------------------------------- ------------------------ ------------------------ -------------------------
- ---------------------------------------- ------------------------ ------------------------ -------------------------
- ---------------------------------------- ------------------------ ------------------------ -------------------------
Total
- --------------------------------------------------------------------------------------------------------------------
<FN>
* Need not be completed by book-entry Holders
** Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount
represented by such Old Notes. See Instruction 3.
</FN>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
BOX 2
BENEFICIAL OWNERS(S)
- ------------------------------------------------------------ -----------------------------------------------------
State of Principal Residence or Principal Place of Business Principal Amount of Tendered Old Notes Held
of Each Beneficial Owner of Tendered Old Notes for Account of Beneficial Owner
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
- ------------------------------------------------------------ -----------------------------------------------------
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures.
Certificates for all physically delivered Old Notes or confirmation
of any book-entry transfer to the Exchange Agent's account at the Book-Entry
Transfer Facility of Old Notes tendered by book-entry transfer, as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile thereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses
set forth on the front page of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date (as defined in the Prospectus).
The method of delivery of this Letter of Transmittal, the Old Notes
and any other required documents 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. If such delivery is by mail, it
is suggested that registered mail with return receipt requested be used,
proper insurance be obtained and the mailing be made sufficiently in advance
of the Expiration Date to permit delivery to the Exchange Agent on or before
the Expiration Date.
Holders who wish to tender their Old Notes but whose Old Notes are
not immediately available or who cannot deliver their Old Notes and all other
required documents to the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date or comply with book-entry transfer procedures on
a timely basis may tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus under "The Exchange Offer-Guaranteed
Delivery Procedure." Such Holders' tender may be effected if:
(a) such tender is made by or through an Eligible Institution (as
defined below);
(b) on or prior to the Expiration Date, the Exchange Agent has
received from such Eligible Institution (x) either a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof) or a properly
transmitted Agent's Message and (y) a Notice of Guaranteed Delivery,
substantially in the form provided by the Company, by hand or mail, or
facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier) setting forth the name and address
of such Holder of Old Notes and the amount of Old Notes tendered, stating that
the tender is being made thereby and guaranteeing that within three business
days (as defined in the Prospectus) after the Expiration Date, that the Old
Notes in proper form for transfer or a Book-Entry Confirmation and all other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and
(c) a Book-Entry Confirmation or the certificates relating to the Old
Notes in registered form and all other documents required by this Letter of
Transmittal, are received by the Exchange Agent within three business days (as
defined in the Prospectus) after the Expiration Date.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Old Notes for exchange.
2. Beneficial Owner Instructions to Registered Holders.
Only a Holder in whose name tendered Old Notes are registered on the
books of the registrar (or the legal representative or attorney-in-fact of
such registered Holder) may execute and deliver this Letter of Transmittal.
Any Beneficial Owner of tendered Old Notes who is not the registered Holder
must arrange promptly with the registered Holder to execute and deliver this
Letter of Transmittal on his or her behalf through the execution and delivery
to the registered Holder of the "Instructions to Registered Holder from
Beneficial Owner" form accompanying this Letter of Transmittal.
3. Partial Tender; Withdrawals.
If less than the entire principal amount of Old Notes evidenced by a
submitted certificate is tendered, the tendering Holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Old Notes submitted but
not tendered will be sent to such Holder as soon as practicable after the
Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
9
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal sent by telegram, facsimile transmission (receipt
confirmed by telephone and an original delivered by guaranteed overnight
courier) or letter must be received by the Exchange Agent at the address set
forth herein prior to the Expiration Date. Any such notice of withdrawal must
(i) specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number or numbers of such Old Notes and the
principal amount of each such Initial Note), (iii) specify the principal
amount of Old Notes to be withdrawn, (iv) include a statement that such Holder
is withdrawing his election to have such Old Notes exchanged, (v) 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 or as otherwise described in
the Prospectus (including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee under the Indenture
register the transfer of such Old Notes into the name of the person
withdrawing the tender and (vi) specify the name in which any such Old Notes
are to be registered, if different from that of the Depositor. The Exchange
Agent will return the properly withdrawn Old Notes promptly following receipt
of notice of withdrawal. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer, 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 Old Notes or otherwise comply with the Book-Entry
Transfer Facility procedure. All questions as to the validity, form and
eligibility of such notices of withdrawals, including time of receipt, will be
determined by the Company and such determination will be final and binding on
all parties.
4. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered Holder(s)
of the Old Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration or any
change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the Old Notes tendered hereby are registered in several
names, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
Old Notes.
When this Letter of Transmittal is signed by the registered Holder or
Holders (which term, for the purposes described herein, shall include the
Book-Entry Transfer Facility whose name appears on a security listing as the
owner of the Old Notes) of Old Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of the Old Notes listed, such Old Notes must be
endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to the Company and duly executed by the
registered Holder, in either case signed exactly as the name or names of the
registered Holder or Holders appear(s) on the Old Notes.
If this Letter of Transmittal or any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporation or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 4 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal or notice of withdrawal need
not be guaranteed by an Eligible Institution, provided the Old Notes are
tendered: (i) by a registered Holder of such Old Notes or (ii) for the account
of an Eligible Institution.
For purposes of this Letter of Transmittal, an "Eligible Institution"
shall mean any bank, broker, dealer, credit union, savings association,
clearing agency or other institution that is a member of a recognized
signature guarantee medallion program within the meaning of Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended.
10
5. 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 Exchange Notes or Old Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
issued in the name of, any person other than the registered Holder of the Old
Notes tendered, or if tendered Old Notes are registered in the name of any
person other than the person signing the 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 any other persons) will be
payable by the tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with the Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
Holder.
Except as provided in this Instruction 5, it will not be necessary
for transfer tax stamps to be affixed to the Old Notes listed in this Letter
of Transmittal.
6. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
7. Acceptance of tendered Old Notes and Issuance of Exchange Notes; Return of
Old Notes.
Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all validly tendered Old Notes promptly after
the Expiration Date and will issue Exchange Notes therefor promptly after
acceptance of the Old Notes. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered Old Notes when, as and if the
Company has given written or oral notice thereof to the Exchange Agent. If any
tendered Old Notes are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Old Notes will be returned, without expense, to the
undersigned at the address indicated above.
8. Substitute Form W-9.
Each Holder of Old Notes whose Old Notes are accepted for exchange
(or any other such payee) is required to provide the Exchange Agent with a
correct taxpayer identification number ("TIN"), generally the Holder's Social
Security or federal employer identification number, and certain other
information, on a Substitute Form W-9, a form of which accompanies this Letter
of Transmittal, and to certify that the Holder (or other payee) is not subject
to backup withholding. Failure to provide the information on the Substitute
Form W-9 may subject the Holder (or other payee) to a penalty imposed by the
Internal Revenue Service and 31% federal income tax backup withholding on
payments made in connection with the Exchange Notes. The box in Part 3 of the
Substitute Form W-9 may be checked if the surrendering Holder of Old Notes (or
other payee) has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in part 3 is checked, the
Holder of Old Notes (or other payee) must also complete the Certificate of
Awaiting Taxpayer Identification Number accompanying this Letter of
Transmittal in order to avoid backup withholding. Notwithstanding that the box
in part 3 is checked and the Certificate of Awaiting Taxpayer Identification
Number is completed, the Exchange Agent will withhold 31% of all payments made
prior to the time a properly certified TIN is provided to the Exchange Agent.
The Holder of Old Notes is required to give the Exchange Agent the
TIN (e.g., social security number or employer identification number) of the
record owner of the Old Notes. If the Old Notes are in more than one name or
are not in the name of the beneficial owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional guidance on which number to report.
Certain Holders of Old Notes (or other payees) (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. However, exempt Holders
of Old Notes (or other payees) should indicate their exempt status on
Substitute Form W-9. For example, a corporation must complete the Substitute
Form W-9, providing its TIN and indicating that it is exempt from backup
withholding. In order for a foreign individual to qualify as an exempt
recipient, the Holder (or other payee) must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
11
- -------------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: IBJ Whitehall Bank & Trust Company, as Exchange Agent
- ---------------------------------------- ------------------------------------- ------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY ______________________________
SIGNING AND DATING BELOW Social Security number(s)
Department of the Treasury Internal Or
Revenue Service
______________________________
Employer Identification Number
--------------------------------------------------------------------------------------
Part 2 -- CERTIFICATION: Under penalties of perjury, I certify that:
Payor's Request for Taxpayer
Identification Number ("TIN") (1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(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.
.
------------------------------------------------------------------ -------------------
CERTIFICATION INSTRUCTIONS: You must cross out item (2) above Part 3
if you have been notified by the IRS that you are currently Awaiting TIN |_|
subject to backup withholding because of underreporting interest
or dividends on your tax return
Signature______________________________Date_______________
- ---------------------------------------- ------------------------------------------------------------------ -------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF ANY
CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (i) 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
(ii) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
------------------------------------- ---------------------
Signature Date
- --------------------------------------------------------------------------------
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE
THE PAYER. -- Social Security Numbers have nine digits separated by two
hyphens: i.e. 000-00-0000. Employer Identification Numbers have nine digits
separated by only one hyphen: i.e. 00-0000000. The table below will help
determine the number to give the payer.
- ------------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF --
- ----------- ------------------------------------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, any one of the individuals (1)
3. Custodian account of a minor The minor (2)
4. (a) The usual revocable savings trust account The grantor-trustee (1)
(grantor is also trustee)
(b) So-called trust account that is not a The actual owner (1)
legal or valid trust under State law.
5. Sole proprietorship account The owner (3)
6. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title.)(4)
7. Corporate account The corporation
8. Religious, charitable, or educational The organization
organization account
9. Partnership The partnership
10. Association, club or other tax-exempt organization The organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a State or local
government, school district, or prison) that
receives agricultural program payments
- ----------- ---------------------------------------------------- -------------------------------------------------------
- -----------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show the name of the owner. You may also enter your business name.
You may use your Social Security Number or Employer Identification
Number.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
13
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 broker transactions
include the following:
(i) A corporation.
(ii) A financial institution.
(iii) An organization exempt from tax under Section 501(a), or an individual
retirement plan.
(iv) The United States or any agency or instrumentality thereof.
(v) A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
(vi) A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
(vii) An international organization or any agency or instrumentality
thereof.
(viii) A registered dealer in securities or commodities registered in the
United States or a possession of the United States.
(ix) A real estate investment trust.
(x) A common trust fund operated by a bank under Section 584(a).
(xi) An entity registered at all times under the Investment Company Act of
1940.
(xii) A foreign central bank of issue.
(xiii) A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
Payments of interest not generally subject to backup withholding include the
following:
(i) Payments to nonresident aliens subject to withholding under Section
1441.
(ii) Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
(iii) Payments made by certain foreign organizations.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give Taxpayer Identification Numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a Taxpayer Identification Number to a payer. 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 payer,
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 -- Falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR
TAX CONSULTANT OR THE IRS.
14
SCHEDULE A
15
INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
CARROLS CORPORATION
9 1/2 % Senior Subordinated Notes Due 2008
The undersigned hereby acknowledges receipt of the Prospectus dated
[ ], 1999 (the "Prospectus") of Carrols Corporation (the "Company"), and
the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 in principal amount of its 9 1/2% Senior Subordinated Notes Due 2008
(the "Exchange Notes") for each $1,000 in principal amount of its outstanding
9 1/2% Senior Subordinated Notes Due 2008 (the "Old Notes"). Capitalized terms
used herein but not defined herein have the meaning ascribed to them in the
Prospectus.
This will instruct you, the registered Holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Notes held
by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the
account of the undersigned is (fill in amount):
$________________________ of the 91/2% Senior Subordinated
Notes Due 2008.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
|_| To TENDER the following Old Notes held by you for the
account of the undersigned (insert principal amount of Old
Notes to be tendered,* if any):
$________________________ of the 91/2% Senior Subordinated
Notes Due 2008.
* The minimum permitted tender is $1,000 in principal amount
of Old Notes. All other tenders must be in integral
multiples of $1,000 of principal amount.
|_| NOT to TENDER any Old Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a Beneficial Owner (as defined in the Letter of Transmittal),
including, but not limited to, representations to the effect that (i) the
undersigned's principal residence or principal business office is in the state
of (fill in state) which is listed on Schedule A attached
to the Letter of Transmittal, (ii) the undersigned is acquiring the Exchange
Notes or interests therein in the ordinary course of business of the
undersigned, (iii) the undersigned is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes, (iv) the undersigned
acknowledges that any person who is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, or is participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale of the Exchange Notes or any
interest therein acquired by such person and cannot rely on the position of
the Staff of the Securities and Exchange Commission ("SEC") set forth in the
no-action letters that are discussed in the section of the Prospectus entitled
"The Exchange Offer" and the Letter of Transmittal; (v) the undersigned
understands that a secondary resale transaction described in clause (iv) above
and any resale of the Exchange Notes and any interest therein obtained by the
undersigned in exchange for the Old Notes originally acquired by the
undersigned directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Items 507 and 508, as applicable, of Regulation S-K of the SEC,
and (vi) except as otherwise disclosed in writing herewith, the undersigned is
not an "affiliate," as defined in Rule 405 under the Securities Act of 1933,
as amended, (the "Securities Act") of the Company; (b) to agree, on behalf of
the undersigned, as set forth in the Letter of Transmittal and (c) to take
such other action as may be necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of such Old Notes. If the undersigned
is a broker-dealer, the undersigned further (x) represents that it acquired
Old Notes for the undersigned's own account as a result of market-making
activities or other trading activities, (y) represents that it has not entered
into any
16
arrangement or understanding with the Company or any "affiliate" of the
Company (within the meaning of Rule 405 under the Securities Act) to
distribute the Exchange Notes to be received in the Exchange Offer and (z)
acknowledges that it will deliver a copy of a Prospectus meeting the
requirements of the Securities Act in connection with any resale of Exchange
Notes.
SIGN HERE
Name of Beneficial Owner(s):___________________________________________________
Signature(s):_______________________________________________________________
Name(s) (please print):_____________________________________________________
Address:_______________________________________________________________________
Telephone Number:______________________________________________________________
Taxpayer Identification or Social Security Number:_____________________________
Date:__________________________________________________________________________
17