Exhibit 99.1
LETTER OF TRANSMITTAL
CLAIRE'S STORES, INC.
Exchange Offer of $250,000,000 aggregate principal amount of the Company's
9.25% Senior Notes due 2015, $350,000,000 aggregate principal amount of the
Company's 9.625%/10.375% Senior Toggle Notes due 2015 and $335,000,000 aggregate
principal amount of the Company's 10.50% Senior Subordinated Notes due 2017
Pursuant to the Prospectus, dated , 2008
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2008 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED,
THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
To: The Bank of New York, as Exchange Agent
By Registered, Certified, or Regular Mail, by Overnight Courier, or by
Hand Delivery:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street -- Floor 7 East
New York, NY 10286
Attention: David Mauer
Or
By Facsimile Transmission:
212-815-3687
Telephone:
212-298-1915
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.
The undersigned acknowledges that he or she has received the prospectus,
dated , 2008 (the "Prospectus"), of Claire's Stores, Inc., a
Florida corporation (the "Company"), and this letter of transmittal (the "Letter
of Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange up to $250,000,000 aggregate principal amount of the
Company's 9.25% Senior Notes due 2015, $350,000,000 aggregate principal amount
of the Company's 9.625%/10.375% Senior Toggle Notes due 2015 and $335,000,000
aggregate principal amount of the Company's 10.50% Senior Subordinated Notes due
2017 (the "Exchange Notes"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), for its 9.25% Senior Notes due 2015,
9.625%/10.375% Senior Toggle Notes due 2015 and 10.50% Senior Subordinated Notes
due 2017 (the "Old Notes") that are currently outstanding. The terms of the
Exchange Notes are substantially identical to the terms of the Old Notes except
that the Exchange Notes have been registered under the Securities Act of 1933,
as amended, and, therefore, are freely transferable. Capitalized terms used but
not defined herein shall have the same meanings given to them in the Prospectus.
The Exchange Offer is subject to all of the terms and conditions set forth in
the Prospectus. In the event of any conflict between the Letter of Transmittal
and the Prospectus, the Prospectus shall govern.
The terms of the Exchange Notes are substantially identical in all
material 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, but the Exchange Notes are freely transferable by holders
thereof (except as provided herein or in the Prospectus). For each Old Note
accepted for exchange, the holder of such Old Note will receive an Exchange Note
having a principal amount equal to that of the surrendered Old Note.
The Company reserves the right to extend the Exchange Offer at its
discretion, in which case the term "Expiration Date" shall mean the latest time
and date to which the Exchange Offer is extended. If the Company extends the
Exchange Offer, it will give oral or written notice of the extension to the
Exchange Agent and give each registered holder of Old Notes notice by means of a
press release or other public announcement of any extension prior to 9:00 a.m.,
New York City time, on the next business day after the scheduled expiration
date.
This Letter of Transmittal is to be completed by a holder of Old Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Old Notes, if available, is to be made by book-entry transfer
to the 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--Procedures for Tendering." Holders of Old Notes
whose certificates are not immediately available, or who are unable to deliver
their certificates or confirmation of the book-entry tender of their Old Notes
into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all
other documents required by this Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer--Guaranteed Delivery Procedures." See Instruction
2. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
13.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated in Box 1 below. Subject to, and effective upon, the acceptance
for exchange of the Old 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 Old Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned further represents that: (i) any Exchange Notes received by the
undersigned pursuant to the Exchange Offer are being acquired in the ordinary
course of business, (ii) the undersigned does not have an arrangement or
understanding with any person to participate in the distribution of the Old
Notes or the Exchange Notes within the meaning of the Securities Act, (iii) the
undersigned is not an "affiliate" of the Company, as defined under Rule 405
under the Securities Act, or if the undersigned is an affiliate, the undersigned
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if the undersigned is not a
broker-dealer, that it is not engaged in and does not intend to engage in a
distribution of the Exchange Notes, and (v) if the undersigned is a
broker-dealer, that it will receive Exchange Notes for its own account in
exchange for Old Notes that were acquired as a result of market-making or other
trading activities and that it will deliver a prospectus in connection with any
resale of such Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Old Notes, where the Old Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of the Exchange Notes, for a period of 180 days after the expiration
date. However, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned with
respect to the tendered Old Notes, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (1) deliver the tendered Old Notes to the Company or cause ownership of the
tendered Old Notes to be transferred to, or upon the order of, the Company on
the books of the registrar for the Old Notes and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company
upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange
Notes to which the undersigned is entitled upon acceptance by the Company of the
tendered Old Notes pursuant to the Exchange Offer, and (2) receive all benefits
and otherwise exercise all rights of beneficial ownership of the tendered Old
Notes, all in accordance with the terms of the Exchange Offer.
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 Old 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, personal representatives, executors, administrators, trustees in
bankruptcy and other 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.
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Unless otherwise indicated herein in the section entitled "Special
Registration Instructions" below (Box 2), please issue the Exchange Notes in the
name of the undersigned or, in the case of a book-entry delivery of Old Notes,
please credit the book-entry account indicated below maintained at DTC (Box 5).
Similarly, unless otherwise indicated under the section entitled "Special
Delivery Instructions" below (Box 3), please send the Exchange Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown in Box 1 below.
THE UNDERSIGNED, BY COMPLETING BOX 1 BELOW AND SIGNING THIS LETTER, WILL
BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN BOX 1.
Please Check the Appropriate Box:
|_| Check here if tendered Old Notes are being delivered with this Letter
of Transmittal.
|_| Check here if tendered Old Notes are being delivered pursuant to a
Notice of Guaranteed Delivery previously delivered to the Exchange
Agent and complete Box 4 below.
|_| Check here if tendered Old Notes are being delivered by Book-Entry
Transfer made to the account maintained by the Exchange Agent with DTC
and complete Box 5 below.
|_| Check here if you are a Broker-Dealer and wish to receive ten
additional copies of the Prospectus and ten copies of any amendments or
supplements to the Prospectus.
Name:
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Address:
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
All Tendering Holders Complete the following Boxes, as applicable:
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BOX 1A
DESCRIPTION OF OLD 9.25% SENIOR NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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Name(s) and Address(es)
of Registered Holders(s) Certificate Aggregate Aggregate
Exactly as Name(s) Appear(s) Number(s) of Principal Amount Principal
on Note Certificate(s) Old 9.25% Represented by Amount
(Please fill in, if blank) Senior Notes* Certificate(s) Tendered**
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Total:
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* Need not be completed if Old 9.25% Senior Notes are being tendered by
book-entry transfer.
** The minimum permitted tender is $2,000 in principal amount of Old 9.25%
Senior Notes. All other tenders must be in integral multiples of $1,000 of
principal amount. Unless otherwise indicated in this column, the aggregate
principal amount of the Old 9.25% Senior Notes represented by the
certificates identified in this Box 1A or delivered to the Exchange Agent
herewith shall be deemed tendered. See Instruction 4.
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4
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BOX 1B
DESCRIPTION OF OLD 9.625%/10.375% SENIOR TOGGLE NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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Name(s) and Address(es) of Aggregate
Registered Holders(s) Certificate Principal Aggregate
Exactly as Name(s) Appear(s) on Number(s) of Amount Principal
Note Certificate(s) Old Senior Represented by Amount
(Please fill in, if blank) Toggle Notes* Certificate(s) Tendered**
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Total:
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* Need not be completed if Old Senior Toggle Notes are being tendered by
book-entry transfer.
** The minimum permitted tender is $2,000 in principal amount of Old Senior
Toggle Notes. All other tenders must be in integral multiples of $1,000 of
principal amount. Unless otherwise indicated in this column, the aggregate
principal amount of the Old Senior Toggle Notes represented by the
certificates identified in this Box 1B or delivered to the Exchange Agent
herewith shall be deemed tendered. See Instruction 4.
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5
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BOX 1C
DESCRIPTION OF OLD 10.50% SENIOR SUBORDINATED NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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Name(s) and Address(es) of Certificate Aggregate
Registered Holders(s) Number(s) of Principal Aggregate
Exactly as Name(s) Appear(s) on Old Senior Amount Principal
Note Certificate(s) Subordinated Represented by Amount
(Please fill in, if blank) Notes* Certificate(s) Tendered**
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Total:
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* Need not be completed if Old Senior Subordinated Notes are being tendered
by book-entry transfer.
** The minimum permitted tender is $2,000 in principal amount of Old Senior
Subordinated Notes. All other Tenders must be in integral multiples of
$1,000 of principal amount. Unless otherwise indicated in this column, the
aggregate principal amount of the Old Senior Subordinated Notes
represented by the certificates identified in this Box 1C or delivered to
the Exchange Agent herewith shall be deemed tendered. See Instruction 4.
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BOX 2 BOX 3
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7) (See Instructions 5, 6 and 7)
To be completed ONLY if certificates for Old Notes not To be completed ONLY if certificates for Old Notes not
exchanged and/or Exchange Notes are to be issued in the name of exchanged and/or Exchange Notes are to be sent to someone other
and sent to someone other than the undersigned or if Old Notes than the undersigned or to the undersigned at an address other
delivered by Book-Entry Transfer which are not accepted for than that shown above.
exchange are to be returned by credit to an account maintained at
DTC other than the account set forth in Box 5.
Issue Exchange Note(s) and/or Old Notes to: Mail Exchange Note(s) and any untendered Old Notes to:
Name(s): Name(s):
----------------------------------------------------- -----------------------------------------------------
(Please Type or Print) (Please Type or Print)
Address: Address:
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(include Zip Code) (include Zip Code)
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(Tax Identification or Social Security Number)
|_| Credit unexchanged Old Notes delivered by book-entry transfer
to the DTC account set forth below:
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(DTC Account Number)
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BOX 4 BOX 5
USE OF GUARANTEED DELIVERY USE OF BOOK-ENTRY TRANSFER
(See Instruction 2) (See Instruction 1)
To be completed only if Old Notes are being tendered by To be completed only if delivery of Old Notes is to be made
means of a Notice of Guaranteed Delivery. by Book-Entry Transfer.
Name(s) of Registered Holder(s): Name(s) of Tendering Holder(s):
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Date of Execution of Notice of Guaranteed Delivery: Name of DTC Participant:
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Name of Eligible Institution that Guaranteed Delivery: DTC Participant Number:
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Contact at DTC Participant:
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Transaction Code Number:
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BOX 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 5)
In addition, complete Substitute Form W-9 herein or applicable Form W-8
x
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x
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(Signature of Registered Holder(s) or Authorized Signatory)
NOTE: The above lines must be signed by the Registered Holder(s) of Old Notes as
their name(s) appear(s) on the Old Notes or on the DTC Security Position
with respect thereto, or by person(s) authorized to become Registered
Holder(s) (evidence of which authorization must be transmitted with this
Letter of Transmittal). If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer, or other person acting
in a fiduciary or representative capacity, such person must set forth his
or her full title below. See Instruction 5.
Name(s):
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Capacity:
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Street Address:
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(Include Zip Code)
Area Code and
Telephone Number:
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Tax Identification or Social Security Number:
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Signature Guarantee
(If required by Instruction 5)
Authorized Signature
x
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Name:
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(Please Print)
Title:
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Name of Firm:
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(Must be an Eligible Institution as defined in Instruction 2)
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Address:
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(Include Zip Code)
Area Code and
Telephone Number:
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Date:
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8
SUBSTITUTE Name (if joint names, list first and circle Part 3 --
Form W-9 the name of the person or entity whose number Check the box if you are not subject to backup
you enter in Part 1 below. See Instructions withholding under the provisions of Section
if your name has changed.): 3406(a)(1)(C) of the Internal Revenue Code because (1)
Department of the Treasury you have not been notified that you are subject to
Internal Revenue Service --------------------------------------------- backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject
to backup withholding. |_|
Address:
---------------------------------
Payor's Request for ---------------------------------------------
Taxpayer Identification City, State and Zip Code:
Number (TIN)
---------------------------------------------
List Account Number(s) here (Optional):
---------------------------------------------
Part 1 -- PLEASE PROVIDE YOUR TAXPAYER
IDENTIFICATION NUMBER ("TIN") AND CERTIFY BY
SIGNING AND DATING BELOW
TIN:
-------------------------------------
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Part 2 --
TIN APPLIED FOR: |_|
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CERTIFICATION -- Under the penalties of perjury, I certify that the information provided on this form
is true, correct and complete.
SIGNATURE: DATE:
------------------------------- ------------------------------------------------
NAME:
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NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
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9
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) 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 (2) I intend to mail or deliver an application
in the near future. I understand that, if I do not provide a taxpayer
identification number to the Exchange Agent, 28% of all reportable
payments made to me thereafter will be withheld, but will be refunded if
I provide a certified taxpayer identification number within 60 days.
- --------------------------------------- ---------------------------------------
Signature Date
- ---------------------------------------
Name (Please Print)
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10
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes. A properly
completed and duly executed copy of this Letter of Transmittal, including
Substitute Form W-9, and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for tendered Old Notes must be received by the
Exchange Agent at its address set forth herein or such tendered Old Notes must
be transferred pursuant to the procedures for book-entry transfer described in
the Prospectus under the caption "The Exchange Offer--Procedures for Tendering"
(and a confirmation of such transfer received by the Exchange Agent), in each
case prior to 5:00 p.m., New York City time, on the Expiration Date. The method
of delivery of certificates for tendered Old Notes, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, then registered
mail with return receipt requested and proper insurance is advised. It is
recommended, however, that the holder use an overnight or hand delivery service
instead of mail. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Old Notes should be sent to the
Company. Neither the Company nor the registrar is under any obligation to notify
any tendering holder of the Company's acceptance of tendered Old Notes prior to
the closing of the Exchange Offer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Old
Notes but whose Old Notes are not immediately available or who cannot deliver
their Old Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date must tender their Old
Notes according to the guaranteed delivery procedures set forth below, including
completion of Box 4 above. Pursuant to such procedures: (1) such tender must be
made through a member firm of a registered national securities exchange or of
the Financial Industry Regulatory Authority, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" as defined by Rule 17Ad-15 under the Exchange Act (in any
such case, an "Eligible Institution"), (2) prior to the Expiration Date, the
Exchange Agent must have received from an Eligible Institution a properly
completed and duly executed Letter of Transmittal (or facsimile thereof with
original to follow) and Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
tendering holder, the certificate number(s) of the tendered Old Notes and the
principal amount of the Old Notes tendered, and stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange trading
days after the date of execution of the Notice of Guaranteed Delivery, this
Letter of Transmittal, together with the certificate(s) representing the
tendered Old Notes and any other required documents, will be deposited by the
Eligible Institution with the Exchange Agent; and (3) the certificate(s)
representing all tendered Old Notes in proper form for transfer, or a
confirmation of book-entry transfer of such tendered Old Notes into the Exchange
Agent's account at DTC, as the case may be, and all other documents required by
this Letter of Transmittal, must be received by the Exchange Agent within three
New York Stock Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery. Any holder who wishes to tender Old Notes pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery within the time period
prescribed above. Failure to complete the guaranteed delivery procedures
outlined above will not, of itself, affect the validity or effect a revocation
of any Letter of Transmittal form properly completed and executed by a holder
who attempted to use the guaranteed delivery process.
3. 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), or
whose name appears on a DTC security position listing as a holder of Old Notes,
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
Instruction to Registered Holder and/or DTC Participant from Beneficial Owner
form.
4. Partial Tenders. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Old Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate Principal
Amount Tendered" of Box 1 above. The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Old Notes held by the
holder is not tendered, then Old Notes for the principal amount of Old Notes not
tendered and Exchange Notes issued in exchange for any Old Notes tendered and
accepted will be sent to the Holder at his or her registered address, unless
11
a different address is provided in the appropriate box on this Letter of
Transmittal, as soon as practicable following the Expiration Date.
5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder(s) of the tendered Old Notes, the signature must correspond
with the name(s) as written on the face of the tendered Old Notes, or whose name
appears on a security position listing with DTC as the owner of the tendered Old
Notes, in each case without any change whatsoever.
If any of the tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of this Letter of Transmittal as there are
different names in which tendered Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of
tendered Old Notes, and Exchange Notes issued in exchange therefor are to be
issued (and any untendered principal amount of Old Notes is to be reissued) in
the name of the registered holder(s), then such registered holder(s) need not
and should not endorse any tendered Old Notes, nor provide a separate bond
power. In any other case, such registered holder(s) must either properly endorse
the tendered Old Notes or transmit a properly completed separate bond power with
this Letter of Transmittal, with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any tendered Old Notes, such tendered Old Notes must be
endorsed or accompanied by appropriate bond powers, in each case signed exactly
as the name(s) of the registered holder(s) appear(s) on the tendered Old Notes,
with the signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any tendered Old Notes 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, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Endorsements on tendered Old Notes or signatures on bond powers required
by this Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the tendered Old Notes are tendered (1) by a registered
holder who has not completed Box 2 set forth herein (entitled "Special
Registration Instructions"), (2) by a registered holder who has not completed
Box 3 set forth herein (entitled "Special Delivery Instructions") or (3) by an
Eligible Institution.
6. Special Registration and Delivery Instructions. Tendering holders
should indicate, in the appropriate box (Box 2 or Box 3), the name and address
to which the Exchange Notes and/or substitute certificates evidencing Old Notes
for principal amounts not tendered or not accepted for exchange are to be sent,
if different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name (Box 2), the taxpayer
identification or social security number of the person named must also be
indicated and such person must properly complete a Form W-9, a Form W-8BEN, a
Form W-8ECI or a Form W-8IMY, as applicable. Holders of Old Notes tendering Old
Notes by book-entry transfer may request that Old Notes not exchanged be
credited to such account maintained at DTC as such Holder may designate hereon.
If no such instructions are given, such Old Notes not exchanged will be returned
to the name or address of the person signing this Letter of Transmittal.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of tendered Old Notes pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Notes tendered hereby, or if tendered Old
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 and exchange of tendered Old Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or on any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering holder and/or withheld from any
payment due with respect to the Old Notes tendered by such holder.
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Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the tendered Old Notes listed in this
Letter of Transmittal.
8. Tax Identification Number. Federal income tax law requires that the
holder(s) of any tendered Old Notes that are accepted for exchange must provide
the Exchange Agent (as payor) with its correct taxpayer identification number
("TIN") which, in the case of a holder who is an individual, is his or her
social security number or Internal Revenue Service individual taxpayer
identification number ("ITIN") on Form W-9 or, alternatively, to establish
another basis for exemption from backup withholding. If the Exchange Agent is
not provided with the correct TIN or ITIN or an exemption from backup
withholding is not otherwise established, the holder may be subject to 28%
federal income tax backup withholding and a $50 penalty imposed by the Internal
Revenue Service. (If withholding results in an overpayment of taxes, a refund
may be obtained.) Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements.
To prevent backup withholding, each holder of tendered Old Notes must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN) and that (1) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (2) the Internal Revenue Service
has notified the holder that such holder is no longer subject to backup
withholding. If the tendered Old Notes are registered in more than one name or
are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report. A tendering holder that is not a United
States person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed Form W-8BEN, Form W-8ECI, or Form W-8IMY, as
applicable, signed under penalty of perjury and attesting to that holder's
exempt status.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Old Notes will be determined by the Company, which determination will be final
and binding. The Company reserves the absolute right to reject any and all
tenders of Old Notes not in proper form or the acceptance of which for exchange
may, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any conditions of the Exchange Offer or any
defect or irregularity in the tender of Old Notes. The interpretation of the
terms and conditions of the Exchange Offer (including this Letter of Transmittal
and the instructions hereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Neither the Company, nor the Exchange Agent, nor any other person shall be under
any duty to give notification of defects or irregularities to holders of Old
Notes or incur any liability for failure to give such notification. Tenders of
Old Notes will not be deemed to have been made until such defects or
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, or if Old Notes are submitted in
principal amount greater than the principal amount of Old Notes being tendered,
such unaccepted or non-exchanged Old Notes will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
10. Waiver of Conditions. The Company reserves the absolute right to waive
any of the conditions in the Exchange Offer in the case of any tendered Old
Notes.
11. No Conditional Tenders. No alternative, conditional, irregular or
contingent tender of Old Notes or transmittal of this Letter of Transmittal will
be accepted.
12. 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 herein for further instructions.
13. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address and
telephone number indicated herein. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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14. Acceptance of Tendered Old Notes and Issuance of Old 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 as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. 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 (immediately followed in writing) 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 shown in Box 1 or at such
different address as may be indicated herein under "Special Delivery
Instructions" (Box 3).
15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal
Rights."
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. 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 Payor.
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, the first individual on the account (1)
3. Husband and wife (joint account)..................... The actual owner of the account, or if joint
funds, either person (1)
4. Custodian account of a minor (Uniform Gift to Minors
Act)................................................. The minor (2)
5. Adult and minor (joint account)...................... The adult or, if the minor is the only
contributor, the minor (1)
6. Account in the name of the guardian or committee for
a designated ward, minor or incompetent person....... The ward, minor, or incompetent person (3)
7. (a) The usual revocable savings trust account
(grantor is also trustee)............................ The grantor-trustee (1)
(b) So-called trust account that is not a legal or
valid trust under State law.......................... The actual owner (1)
8. Sole proprietorship account.......................... The owner (4)
9. 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) (5)
10. Corporate account................................... The corporation
11. Religious, charitable, or educational organization
account.............................................. The organization
12. Partnership account held in the name of the business. The partnership
13. Association, club, or other tax-exempt organization.. The organization
14. A broker or registered nominee....................... The broker or nominee
(1) List first and circle the name of the person whose number you
furnish. If only one person on a joint account has a Social Security
Number, that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's Social Security Number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may also use either your
Social Security Number or Employer Identification Number (if you
have one).
(5) 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.
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not 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.
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PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
(1) An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
(2) The Unites States or an agency or instrumentality thereof.
(3) A State, the District of Columbia, a possession of the United States
or any subdivision or instrumentality thereof.
(4) A foreign government, a political subdivision of a foreign
government or any agency or instrumentality thereof.
(5) An international organization or any agency or instrumentality
thereof.
Other payees that may be exempt from backup withholding include the following:
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to be registered in
the United States, the District of Columbia or a possession of the
United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or
custodian.
(15) An exempt charitable remainder trust, or a non-exempt trust
described in Section 4947(a)(1).
For interest and dividend payments, all listed payees are exempt except the
payee in item (9). For broker transactions, all payees listed in items (1)
through (13) are exempt, and a person registered under the Investment Advisors
Act of 1940 who regularly acts as a broker is also exempt. For barter exchange
transactions and patronage dividends, only payees listed in items (1) through
(5) are exempt from backup withholding. Payments subject to reporting under
sections 6041 and 6041A are generally exempt from backup withholding only if
made to payees listed in items (1) through (7). A corporation, however, is not
exempt from backup withholding on medical and health care payments, attorneys
fees and payments for services paid by a federal executive agency that are
reportable on Form 1099-MISC.
PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING:
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. that have at least one nonresident alien partner.
o Payments of patronage dividends where the amount received is not
paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and
you have not provided your correct taxpayer identification number to
the payor.
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o Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
o Payments described in section 6049(b)(5) to non-resident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid to you.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART 3 OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments, other than interest, dividends and patronage dividends that
are subject to information reporting are also not subject to backup withholding.
For details, see the regulations under sections 6041, 6041A, 6045, 6050A and
6050N.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividends, interest
or other payments to give taxpayer identification numbers to payors who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payors must be given the numbers whether or not recipients are required to file
tax returns. Payors must generally withhold 30% of taxable interest, dividends
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payor. 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 payor,
you are subject to a penalty of $50 for each such failure unless
such failure is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER. If
you make a false statement with no reasonable basis that 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
ADVISOR OR THE INTERNAL REVENUE SERVICE.
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