Exhibit 99.1
LETTER OF TRANSMITTAL
BANK UNITED CORP.
OFFER TO EXCHANGE ITS 8.05% SENIOR NOTES
DUE MAY 15, 1998 ("EXCHANGE NOTES") FOR ALL OF ITS OUTSTANDING
8.05% SENIOR NOTES DUE MAY 15, 1998 ("RULE 144A NOTES")
PURSUANT TO ITS PROSPECTUS DATED ____ __, 1996
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ________,
______ __, 1996, UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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DELIVERY TO: The Bank of New York, EXCHANGE AGENT
BY MAIL:
The Bank of New York
101 Barclay Street-- (7 East)
Reorganization Section
New York, New York 10286
Attention: Enrique Lopez
BY OVERNIGHT COURIER OR HAND:
The Bank of New York
101 Barclay Street-- (7 East)
Reorganization Section
New York, New York 10286
Attention: Enrique Lopez
BY FACSIMILE IN NEW YORK:
(212) 571-3080
CONFIRM BY TELEPHONE:
(212) 815-2742
List below the Rule 144A Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Rule 144A Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF RULE 144A NOTES 1 2 3
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Aggregate
Rule 144A Principal Principal
Name(s) and Address(es) of Registered Holder(s) Notes Amount of Amount of Rule
(Please fill in, if blank) Certificate Rule 144A 144A Notes
Number(s)* Note(s) Tendered**
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Total
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* Need not be completed if Rule 144A Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Rule 144A Notes represented by the Rule 144A Notes
indicated in column 2. See Instruction 2. Rule 144A Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
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[ ] CHECK HERE IF TENDERED RULE 144A 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 ___________________________________
[ ] CHECK HERE IF TENDERED RULE 144A 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)___________________________________
Widow 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:
OTC Account Number________________________________________________
Transaction Code Number___________________________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS RULE 144A NOTES ACQUIRED
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF
EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH RULE 144A
NOTES.
Name:
Address:
Aggregate Principal Amount of Rule 144A Notes so held: $
DELIVERY OF THIS INSTRUMENT 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.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
The Company reserves the right, at any time or from time to time, to
extend the Exchange Offer at its sole discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. The Company shall notify the holders of the Rule 144A Notes
of any extension by means of a release to the Dow Jones News Service prior to
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be completed by a holder of Rule
144A Notes either if certificates are to be forwarded herewith or if a tender of
certificates for Rule 144A Notes, if available, is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in "The Exchange Offer--How to Tender" section of the Prospectus. Holders
of Rule 144A Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender of
their Rule 144A 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 Rule 144A Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer --How to Tender" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Bank United Corp., a Delaware
corporation, formerly named USAT Holdings, Inc. (the "Company"), the aggregate
principal amount of Rule 144A Notes indicated in this Letter of Transmittal,
upon the terms and subject to the conditions set forth in the Company's
Prospectus dated ____ __, 1996 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange each $1,000 principal amount
of its 8.05% Senior Notes due May 15, 1998, which have been registered under the
Securities Act of 1933, as amended (the "Exchange Notes"), for each $1,000
principal amount of its issued and outstanding 8.05% Senior Notes due May 15,
1998, of which $115,000,000 aggregate principal amount was outstanding on the
date of the Prospectus (the "Rule 144A Notes" and, together with the Exchange
Notes, the "Senior Notes"). The capitalized terms that are not defined herein
are used herein as defined in the Prospectus.
Subject to, and effective upon, the acceptance for exchange of the
Rule 144A 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 Rule 144A Notes as are being tendered hereby and hereby irrevocably
constitutes and appoints the Exchange Agent as attorney-in-fact of the
undersigned with respect to such Rule 144A Notes, with full power of
substitution (such power of attorney being an irrevocable power coupled with an
interest), to:
(a) deliver such Rule 144A Notes in registered certificated form, or
transfer ownership of such Rule 144A Notes through book-entry
transfer at the Book-Entry Transfer Facility, to or upon the order
of the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the same aggregate principal amount of
Exchange Notes; and
(b) receive, for the account of the Company, all benefits and
otherwise exercise, for the account of the Company, all rights of
beneficial ownership of the Rule 144A Notes tendered hereby in
accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Rule 144A
Notes tendered hereby and that the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale or transfer, and not subject to any adverse
claim when the same are accepted by the Company. The undersigned hereby further
represents that any Exchange Notes acquired in exchange for Rule 144A Notes
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, that neither the holder of such Rule 144A Notes nor any such other
person has an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and that neither the holder of such Rule
144A Notes nor any such other person is an "affiliate", as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Company.
The undersigned also 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 Exchange Notes issued in exchange for the Rule 144A Notes
pursuant to the Exchange Offer 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 Exchange Notes are acquired
in the ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of such Exchange
Notes. However, the Company does not intend to request the SEC to consider, and
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 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any holder is an affiliate
of the Company, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange 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 Exchange Notes for its own account in exchange for Rule 144A
Notes acquired as a result of market-making or other trading activities (a
"Participating Broker- Dealer"), it represents that the Rule 144A Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making or other trading activities and acknowledges that it will deliver
a prospectus in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus, such Participating
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the
Exchange and Registration Rights, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of Exchange Notes received in exchange for Rule 144A
Notes that were acquired by such Participating Broker-Dealer for its own account
as a result of market-making or other trading activities, for a period ending 90
days after the Expiration Date or, if earlier, when all such Exchange Notes have
been disposed of by such Participating Broker-Dealer. In that regard, each
Participating Broker-Dealer by tendering such Rule 144A Notes and executing this
Letter of Transmittal, agrees that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact that makes any
statement contained or incorporated by reference in the Prospectus untrue in any
material respect or that causes the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading, such Participating Broker-Dealer will suspend the sale of Exchange
Notes pursuant to the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission and has furnished copies
of the amended or supplemented Prospectus to the Participating Broker-Dealer or
the Company has given notice that the sale of the Exchange Notes may be resumed,
as the case may be. If the Company gives such notice to suspend the sale of the
Exchange Notes, it shall extend the 90-day period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of Exchange Notes by the number of days during the period from
and including the date of the giving of such notice to and including the date
when Participating Broker-Dealers shall have received copies of the supplemented
or amended Prospectus necessary to permit resales of the Exchange Notes or to
and including the date on which the Company has given notice that the sale of
Exchange Notes may be resumed, as the case may be.
3
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Rule 144A Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter of
Transmittal 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 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 under the box entitled "Special Delivery
Instructions" below, please send the Exchange Notes (and, if applicable,
substitute certificates representing Rule 144A Notes for any Rule 144A Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Rule 144A Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF RULE
144A NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE RULE 144A NOTES AS SET FORTH IN SUCH BOX ABOVE.
4
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Rule 144A Notes not
exchanged and/or Exchange Notes are to be sent to the person or persons whose
signature(s) appear(s) below on this Letter of Transmittal at an address other
than shown above in the box entitled "Description of Rule 144A Notes" on this
Letter of Transmittal.
Mail: Exchange Notes and/or Rule 144A Notes to:
Name(s) ........................................................................
(PLEASE TYPE OR PRINT)
................................................................................
(PLEASE TYPE OR PRINT)
Address ........................................................................
................................................................................
(ZIP CODE)
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATES FOR RULE 144A 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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETION.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
................................. ......................... , 1996
................................. ......................... , 1996
................................. ......................... , 1996
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number ............................................
If a holder is tendering any Rule 144A Notes, this Letter of
Transmittal must be signed by the registered holder(s) as the name(s) appear(s)
on the certificate(s) for the Rule 144A Notes or on a securities 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 set forth full title. See Instruction 3.
Name(s): ......................................................................
................................................................................
(PLEASE TYPE OR PRINT)
Capacity: .....................................................................
Address: ......................................................................
................................................................................
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: ......................................................
(AUTHORIZED SIGNATURE)
................................................................................
(TITLE)
................................................................................
(NAME AND FIRM)
Dated: .................................................................., 1996
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5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF BANK UNITED CORP.
TO EXCHANGE ITS 8.05% SENIOR NOTES DUE MAY 15, 1998 FOR ALL OF ITS OUTSTANDING
8.05% SENIOR NOTES DUE MAY 15, 1998
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of Rule
144A 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--How to Tender" section of the Prospectus.
Certificates for all physically tendered Rule 144A Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile hereof) and any
other documents required by this Letter of Transmittal, 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. Rule 144A Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders of Rule 144A Notes whose certificates for Rule 144A 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 Rule 144A Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--How to Tender" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
telegram, telex, facsimile transmission, mail or hand delivery), setting forth
the name and address of the holder of Rule 144A Notes and the amount of Rule
144A Notes tendered, stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Rule 144A Notes, or a Book-Entry
Confirmation, and any other documents required by this Letter of Transmittal
will be deposited by the Eligible Institution with the Exchange Agent, and (iii)
the certificates for all physically tendered Rule 144A Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, are received by the Exchange
Agent within five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE RULE 144A
NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS. THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY
INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY RULE 144A NOTES TO THE
COMPANY.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS; WITHDRAWAL RIGHTS
Partial tenders of Rule 144A Notes will be accepted only if (i) the
principal amount tendered is equal to $1,000 or an integral multiple thereof,
and (ii) the remaining untendered portion of such Rule 144A Notes is in a
principal amount of $250,000, or any integral multiple of $1,000 in excess of
such amount. If less than all of the Rule 144A Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Rule 144A Notes to be tendered in the box above
entitled "Description of Rule 144A Notes--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Rule 144A Notes will be sent
to such tendering holder, unless otherwise provided in the appropriate box on
this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE RULE
144A NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
Except as otherwise provided herein, tenders of Rule 144A Notes may
be withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth above on or
prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Rule 144A Notes to be withdrawn, the
aggregate principal amount of Rule 144A Notes to be withdrawn and (if
certificates for such Rule 144A Notes have been tendered) the name of the
registered holder of the Rule 144A Notes as set forth on the certificate for the
Rule 144A Notes, if different from that of the person who tendered such Rule
144A Notes. If certificates for the Rule 144A Notes have been delivered or
otherwise identified to the Exchange Agent, then prior to the physical release
of such certificates for the Rule 144A Notes, the tendering holder must submit
the serial numbers shown on the particular certificates for the Rule 144A Notes
to be withdrawn and the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution, except in the case of Rule 144A Notes tendered for
the account of an Eligible Institution. If Rule 144A Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in "The Exchange
Offer--How to Tender" section of the Prospectus, the notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawal of Rule 144A Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Rule
144A Notes may not be rescinded. Rule 144A Notes properly withdrawn will not be
deemed to have been validly tendered for purposes of the Exchange Offer, and no
Exchange Notes will be issued with respect thereto unless the Rule 144A Notes so
withdrawn are validly retendered. Properly withdrawn Rule 144A Notes may be
retendered at any subsequent time on or prior to the Expiration Date by
following the procedures described in the Prospectus under "The Exchange
Offer--How to Tender."
All questions as to the validity, form and eligibility (including
time of receipt) of such withdrawal notices will be determined by the Company,
in its sole discretion, whose determination shall be final and binding on all
parties. Neither the Company, any employees, agents, affiliates or assigns of
the Company, the Exchange Agent nor any other person shall be under any duty to
give any notification of any irregularities in any notice of withdrawal or incur
any liability for failure to give such notification. Any Rule 144A Notes which
have been tendered but which are withdrawn will be returned to the holder
thereof without cost to such holder as promptly as practicable after withdrawal.
6
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES
If this Letter of Transmittal is signed by the registered holder of
the Rule 144A Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates or on a securities position
listing without any change whatsoever.
If any tendered Rule 144A Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter of Transmittal.
If any tendered Rule 144A Notes are registered in different names on
several certificates or securities positions listings, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
different registrations.
When this Letter of Transmittal is signed by the registered holder
or holders of the Rule 144A Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) 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 certificate(s), and the signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal 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, proper evidence satisfactory to the Company of their authority to
so act must be submitted.
If the Exchange Notes or any substitute Rule 144A Notes are to be
delivered to an address other than that of the registered holder, then the
signatures on this Letter must be guaranteed by an Eligible Institution.
Exchange Notes or substitute Rule 144A Notes not exchanged will not be issued in
the name of a person or persons other than the registered holder or holders.
ENDORSEMENTS ON CERTIFICATES FOR RULE 144A NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY
AN ELIGIBLE INSTITUTION, PROVIDED THE RULE 144A NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF RULE 144A NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH RULE 144A
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" ON
THIS LETTER OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL DELIVERY INSTRUCTIONS.
Tendering holders of Rule 144A Notes should indicate in the
applicable box the address to which Exchange Notes and/or substitute
certificates evidencing Rule 144A Notes not exchanged are to be sent, if
different from the address of the person signing this Letter of Transmittal. If
no such instructions are given, such Notes will be returned to the address of
the person signing this Letter of Transmittal.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder
whose Rule 144A Notes are accepted for exchange must provide the Company (as
payor) with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, 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, such tendering
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, delivery to such tendering holder of Exchange Notes may be subject
to backup withholding in an amount equal to 31% of all reportable payments made
after the exchange. If withholding results in an overpayment of taxes, a refund
may be obtained.
Exempt holders of Rule 144A Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Rule 144A
Notes must provide its correct TIN by completing the Substitute Form W-9 set
forth below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (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
tendering holder of Rule 144A Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Rule 144A 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 such holder does not provide its TIN to
the Company within 60 days, backup withholding will begin and continue until
such holder furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Rule 144A Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Rule 144A Notes not exchanged are
to be delivered to any person other than the registered holder of the Rule 144A
Notes tendered hereby, or if tendered Rule 144A Notes are registered in the name
of any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the transfer of Rule 144A
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
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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 RULE 144A NOTES SPECIFIED IN THIS
LETTER OF TRANSMITTAL.
7. DETERMINATION OF VALIDITY.
The Company will determine, in its sole discretion, all questions as
to the form of documents, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Rule 144A Notes, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any and all tenders determined by it not to be in proper form or
the acceptance of which, or exchange for which, may, in the view of counsel to
the Company, be unlawful. The Company also reserves the absolute right, subject
to applicable law, to waive any of the conditions of the Exchange Offer set
forth in the Prospectus under the caption "The Exchange Offer" or any conditions
or irregularity in any tender of Rule 144A Notes of any particular holder
whether or not similar conditions or irregularities are waived in the case of
other holders.
The Company's interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Rule 144A Notes will be deemed
to have been validly made until all irregularities with respect to such tender
have been cured or waived. Although the Company intends to notify holders of
defects or irregularities with respect to tenders of Rule 144A Notes, neither
the Company, any employees, agents, affiliates or assigns of the Company, the
Exchange Agent, nor any other person shall be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Rule 144A Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Rule 144A Notes for exchange.
9. MUTILATED, LOST, STOLEN OR DESTROYED RULE 144A NOTES.
Any holder whose Rule 144A Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter of Transmittal,
may be directed to the Exchange Agent, at the address and telephone number
indicated above.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: THE BANK OF NEW YORK
====================================================================================================================================
SUBSTITUTE PART 1-PLEASE PROVIDE YOUR TIN IN TIN:____________________________
THE BOX AT RIGHT AND CERTIFY BY SOCIAL SECURITY NUMBER OR
Form W-9 SIGNING AND DATING BELOW EMPLOYER IDENTIFICATION NUMBER
Department of the Treasury
Internal Revenue Service
Payor's Request for
Taxpayer
Identification Number
("TIN") and
Certification
------------------------------------------------------------------------------------------------------
PART 2--TIN APPLIED FOR [ ]
------------------------------------------------------------------------------------------------------
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___________
- ------------------------------------------------------------------------------------------------------------------------------------
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 under-reporting
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.
================================================================================
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF 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 (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 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
- --------------------------------------------- ---------------------
SIGNATURE DATE
================================================================================
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