EXHIBIT 99.1
LETTER OF TRANSMITTAL
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
DAVITA, INC.
LETTER OF TRANSMITTAL
9 1/4% Senior Subordinated Notes due 2011
To: U.S. Trust Company of Texas, National Association, The Exchange Agent
By Mail: By Overnight Courier:
U.S. Trust Company of Texas, National Association U.S. Trust Company of Texas, National Association
2001 Ross Avenue, Suite 2700 2001 Ross Avenue, Suite 2700
Dallas, Texas 75201 Dallas, Texas 75201
(registered or certified mail recommended) Attention: Corporate Trust Administration
By Hand: By Facsimile:
U.S. Trust Company of Texas, National Association (214) 754-1301
2001 Ross Avenue, Suite 2700 (For Eligible Institutions Only)
Dallas, Texas 75201 Confirm by telephone: (800) 829-5653
Attention: Corporate Trust Administration
Delivery of this instrument 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
accompanying this Letter of Transmittal should be read carefully before this
Letter of Transmittal is completed.
The undersigned acknowledges that he or she has received the Prospectus
dated , 2001 (the "Prospectus") of DaVita Inc. (the "Company") and
this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 9 1/4% Series B Senior Subordinated Notes due
2011 (the "Series B Notes") which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement of which the Prospectus is a part, for each $1,000 principal amount
of its outstanding 9 1/4% Series A Senior Subordinated Notes due 2011 (the
"Series A Notes"), of which $225,000,000 principal amount is outstanding. Other
capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
The Letter of Transmittal is to be used by Holders of Series A Notes (i) if
certificates representing the Series A Notes are to be physically delivered
herewith; (ii) if tender of Series A Notes is to be made by book-entry transfer
to the Exchange Agent's account at The Depository Trust Company ("DTC"),
pursuant to the procedures set forth in the Prospectus under "Exchange Offer--
Procedures for tendering" by any financial institution that is a participant in
DTC and whose name appears on a security position listing as the owner of
Series A Notes; or (iii) if tender of Series A Notes is to be made according to
the guaranteed delivery procedures set forth in the Prospectus under "Exchange
Offer--Guaranteed delivery procedures." Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person (i)
in whose name Series A 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 (ii) whose Series A Notes are held of record by DTC who
desires to deliver such Series A Notes by book-entry transfer at DTC. 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. Holders who wish to tender their Series A Notes must complete
this Letter of Transmittal in its entirety.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
DESCRIPTION OF 9 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2011 ("SERIES A
NOTES"):
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Name(s) and Address(es) of Aggregate Principle Principal Amount Tendered
Registered Holder(s) Amount Represented by (must be in integral multiple
(Please fill in, if blank) Certificate(s) of $1,000)*
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Total
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* Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Series A Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the principal amounts on a
separate signed schedule and affix the list to this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount of Series A
Notes. All other tenders must be in integral multiples of $1,000.
SPECIAL DELIVERY INSTRUCTIONS
SPECIAL PAYMENT INSTRUCTIONS (See Instructions 4, 5 and 6)
(See Instructions 4, 5 and 6)
To be completed ONLY if
To be completed ONLY if certificates for Series A Notes
certificates for Series A Notes in a principal amount not
in a principal amount not tendered or not accepted for
tendered or not accepted for exchange, or Series B Notes
exchange, or Series B Notes issued in exchange for Series A
issued in exchange for Series A Notes accepted for exchange, are
Notes accepted for exchange, are to be sent to someone other than
to be issued in the name of the undersigned, or to the
someone other than the undersigned at an address other
undersigned, or if the Series A than that shown above.
Notes tendered by book-entry
transfer that are not accepted
for exchange are to be credited
to an account maintained by DTC.
Mail to:
Name: ____________________________
(Please Print)
Issue certificate(s) to: Address: _________________________
__________________________________
Name: ____________________________ (Include Zip Code)
(Please Print)
__________________________________
Address: _________________________ (Tax Identification or Social
Security No.)
__________________________________
(Include Zip Code)
__________________________________
[_]CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
(Tax Identification or Social
Security No.)
Name of Tendering Institution: __________________________
DTC Book-Entry Account No.: _____________________________
Transaction Code No.: ___________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER.
Name: ___________________________________________________
Address: ________________________________________________
[_]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.
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Series A Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Series A Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Series A Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Series A Notes with full power of substitution to (i) deliver
certificates for such Series A Notes to the Company, or transfer ownership of
such Series A Notes on the account books maintained by DTC, and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company; and (ii) present such Series A Notes for transfer on the books of
the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Series A Notes, all in accordance with the terms
of the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Series A 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 acquired by the
Company. The undersigned hereby further represents that any Series B Notes
acquired in exchange for Series A Notes tendered hereby will have been acquired
in the ordinary course of business of the Holder receiving such Series B Notes,
whether or not the undersigned, that neither the Holder nor any such other
person has an arrangement with any person to participate in the distribution of
such Series B Notes and that neither the Holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company or
any of its subsidiaries. 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 Series B Notes. If the undersigned is a broker-dealer
that will receive Series B Notes, it represents that the Series A Notes to be
exchanged for Series B Notes were acquired as a result of market-making
activities or other trading activities and not acquired directly from the
Company, and it acknowledges that it will deliver a prospectus in connection
with any resale of such Series B Notes; 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. If the undersigned
is a broker-dealer, it acknowledges that it may not use the prospectus in
connection with resales of Series B Notes received in exchange for Series A
Notes that were acquired directly from the Company. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete the assignment,
transfer and purchase of the Series A Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Series A Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If any tendered Series A Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Series
A Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or at a
different address as may be indicated herein under "Special Payment
Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Series A Notes pursuant to the
procedures described under the caption "Exchange Offer--Procedures for
tendering Series A Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the certificates representing the Series B Notes issued in exchange for
the Series A Notes accepted for exchange and return any Series A Notes not
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tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Series A Notes tendered by DTC, by credit to the
undersigned's account at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please send the certificates representing the
Series B Notes issued in exchange for the Series A Notes accepted for exchange
and any certificates for Series A Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s), unless, in either event, tender is being
made through DTC. In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Series B Notes issued in exchange for the Series A Notes
accepted for exchange and return any Series A Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Payment Instructions" and "Special Delivery
Instructions" to transfer any Series A Notes from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the Series
A Notes so tendered.
Holders of Series A Notes who wish to tender their Series A Notes and (i)
whose Series A Notes are not immediately available, or (ii) who cannot deliver
their Series A Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent, or cannot complete the procedure for
book-entry transfer, prior to the Expiration Date, may tender their Series A
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "Exchange Offer--Guaranteed delivery procedures."
See Instruction 1 regarding the completion of the Letter of Transmittal printed
below.
PLEASE SIGN HERE WHETHER OR NOT
SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
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Date
X
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Signature(s) of Registered Holder(s) Date or Authorized Signatory Date
Area Code and Telephone Number:
The above lines must be signed by the registered holder(s) of Series A
Notes as their name(s) appear(s) on the Series A Notes or, if the Series A
Notes are tendered by a participant in DTC, as such participant's name appears
on a security position listing as the owner of the Series A Notes, or by
person(s) authorized to become registered holder(s) by a properly completed
bond power from the registered holder(s), a copy of which must be transmitted
with this Letter of Transmittal. If Series A Notes to which this Letter of
Transmittal relates are held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. 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,
such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 4 regarding the completion of
this Letter of Transmittal printed below.
Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
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Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated:_________________, 2001
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Series A Notes. The tendered
Series A Notes (or a confirmation of a book-entry transfer into the Exchange
Agent's account at DTC of all Series A Notes delivered electronically), as well
as a properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 P.M., New York City time, on the Expiration Date. The
method of delivery of the tendered Series A Notes, this Letter of Transmittal
and all other required documents to the Exchange Agent 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. Instead of
delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Series A Notes should be sent to
the Company.
Holders who wish to tender their Series A Notes and (i) whose Series A
Notes are not immediately available; or (ii) who cannot deliver their Series A
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent, or cannot complete the procedure for book-entry transfer, prior
to 5:00 P.M., New York City time, on the Expiration Date must tender their
Series A Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States or an
institution which falls within the definition of "Eligible Guarantor
Institution" contained in Regulation 17Ad-15 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
(each, an "Eligible Institution"); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Series A Notes and the principal amount of Series A Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within five New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with the
certificate(s) representing the Series A Notes (or a confirmation of electronic
delivery of book-entry delivery into the Exchange Agent's account at DTC) and
any other required documents will be deposited by the Eligible Institution with
the Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Series A Notes in proper form for transfer (or a confirmation of electronic
delivery of book-entry delivery into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within five New York Stock Exchange trading
days after the Expiration Date, all as provided in the Prospectus under the
caption "Exchange Offer--Guaranteed delivery procedures." Any Holder of Series
A Notes who wishes to tender his or her Series A Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York
City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to Holders who wish to tender their Series
A Notes according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Series A Notes and withdrawal of tendered
Series A Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Series A Notes not properly tendered or any Series
A Notes the Company's acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the right to waive any
defects or irregularities or conditions of tender as to the Exchange Offer
and/or particular Series A Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Series A Notes must be
cured within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Series A
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Series A Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Series A
Notes received by the Exchange Agent that are not properly
6
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering Holders of
Series A Notes, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
2. Tender by Holder. Only a Holder of Series A Notes may tender such Series
A Notes in the Exchange Offer. Any beneficial holder of Series A Notes who is
not the registered holder and who wishes to tender should arrange with the
registered holder to execute and deliver this Letter of Transmittal on his or
her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Series A Notes, either make appropriate
arrangements to register ownership of the Series A Notes in such Holder's name
or obtain a properly completed bond power from the registered holder.
3. Partial Tenders. Tenders of Series A Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Series A Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the third column of the box entitled "Description of 9 1/4%
Series A Senior Subordinated Notes due 2011 ("Series A Notes")" above. The
entire principal amount of Series A Notes delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Series A Notes is not tendered, then Series A Notes for
the principal amount of Series A Notes not tendered and a certificate or
certificates representing Series B Notes issued in exchange for any Series A
Notes accepted will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box on this Letter of
Transmittal, promptly after the Series A Notes are accepted for exchange.
4. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the record Holder(s) of the Series A Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Series
A Notes or, if the Series A Notes are tendered by a participant in DTC, as such
participant's name appears on a security position listing as the owner of the
Series A Notes, without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Series A Notes tendered and the certificate or
certificates for Series B Notes issued in exchange therefor are to be issued
(or any untendered principal amount of Series A Notes is to be reissued) to the
registered Holder, the said Holder need not and should not endorse any tendered
Series A Notes, nor provide a separate bond power. In any other case, such
Holder must either properly endorse the Series A Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with
the signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Series A Notes listed, such
Series A Notes must be endorsed or accompanied by appropriate bond powers
signed as the name of the registered Holder or Holders appears on the Series A
Notes.
If this Letter of Transmittal (or facsimile hereof) or any Series A Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact or 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 so to act must be submitted with this Letter of Transmittal.
Endorsements on Series A Notes or signatures on bond powers required by
this Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible
Institution. Signatures on this Letter of Transmittal need not be guaranteed if
(i) this Letter of Transmittal is signed by the registered Holder(s) of the
Series A Notes tendered herewith and such Holder(s) have not completed the box
set forth herein entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions;" or (ii) such Series A Notes are tendered for
the account of an Eligible Institution.
5. Special Payment and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Series
B Notes or substitute Series A Notes for principal amounts not tendered or not
7
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal (or in the case of
tender of Series A Notes through DTC, if different from DTC). In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
6. Tax Identification Number. Federal income tax law requires that a Holder
whose offered Series A Notes are accepted for exchange must provide the Company
(as payor) with his, her or its correct Taxpayer Identification Number ("TIN"),
which, in the case of an exchanging Holder who is an individual, is his or her
social security number. If the Company is not provided with the correct TIN or
an adequate basis for exemption, such Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). In addition, delivery to
such Holder of Series B Notes may be subject to backup withholding in an amount
equal to 31% of the gross proceeds resulting from the Exchange Offer. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS by the Holder. Exempt Holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See instructions to the enclosed Form
W-9.
To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Form W-9 enclosed herewith, 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 IRS that he, she or it is subject to backup withholding as
a result of a failure to report all interest or dividends; or (iii) the IRS has
notified the Holder that he, she or it is no longer subject to backup
withholding. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such Holder must submit a statement signed
under penalty of perjury attesting to such exempt status. Such statements may
be obtained from the Exchange Agent. If the Series A Notes are in more than one
name or are not in the name of the actual owner, consult the Form W-9 for
information on which TIN to report. If you do not provide your TIN to the
Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Series A Notes pursuant to the Exchange Offer.
If, however, certificates representing Series B Notes or Series A Notes for
principal amounts not tendered or accepted for exchange 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 Series A Notes tendered hereby, or if tendered Series
A 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 exchange of Series A Notes pursuant to the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered Holder
or on 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 this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Series A Notes listed in this Letter
of Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify specified conditions in the Exchange Offer in the case of any
Series A Notes tendered.
9. Mutilated, Lost, Stolen or Destroyed Notes. Any tendering Holder whose
Series A Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instructions.
8
10. 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
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
Certificate Series A Notes Series A Notes
Surrendered Tendered Accepted
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Delivery Prepared by Checked By Date
9
Name (If joint names, see attached guidelines)
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Business name (Sole proprietors, see attached guidelines)
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Please check appropriate box: [_] Individual/Sole Proprietor [_] Corporation
[_] Partnership [_] Other
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Address (number, street, and apt. or suite no.)
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City, state, and ZIP code
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Part I--Taxpayer Identification Part II--For Payees
No. Exempt From Backup
Withholding
(see enclosed Guidelines)
SUBSTITUTE Enter your taxpayer ------------
Form W-9 identification Social
Department of number in the Security
the Treasury appropriate box. Number
Internal Revenue For most
Service individuals, this
is your social
Payer's Request security number. If
for Taxpayer you do not have a
Identification number, see How to ---------------
Number ("TIN") Obtain a "TIN" in Employer
the enclosed Identification
Guidelines. Number
Note: If the
account is more
than one name, see
the chart in
enclosed Guidelines
to determine what
number to give.
Part III--Certification--Under 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), 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 if you have
been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if
after being notified by the IRS that you are subject to backup withholding,
you received another notification from the IRS that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE: ____________________________________________ DATE: _______, 2001
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
What Is Backup Withholding?--Persons making certain payments to you are
required to withhold and pay to IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be
subject to backup withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee compensation, and certain
payments from fishing boat operators, but do not include real estate
transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax
return (for interest and dividend accounts only), or
(4) You fail to certify to the requester that you are not subject to
backup withholding under (3) above (for interest and dividend accounts opened
after 1983 only), or
(5) You fail to certify your TIN. This applies only to interest, dividend,
broker or barter exchange accounts opened after 1983, or broker accounts
considered inactive in 1983.
For other payments, you are subject to backup withholding only if (1) or (2)
above applies.
Certain Payees and payments are exempt from backup withholding and information
reporting. See payees and Payments Exempt From Backup Withholding, below, and
Exempt Payees and Payments under Specific Instructions below if you are an
exempt payee.
Payees and Payments Exempt From Backup Withholding.--The following is a list
of payees exempt from backup withholding and for which no information
reporting is required. For interest and dividends, all listed payees are
exempt except item (9). For broker transactions, payees listed in (1) through
(13), and a person registered under the Investment Advisers Act of 1940 who
regularly acts as a broker are exempt. Payments subject to reporting under
sections 6041 and 6041A are generally exempt from backup withholding only if
made to payees described in items (1) through (7), except that a corporation
that provides medical and health care services or bills and collects payments
for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from
backup withholding for barter exchange transactions, patronage dividends, and
payments by certain fishing boat operators.
1. A corporation.
2. An organization exempt from tax under section 501(a), or an individual
retirement plan (IRA), or a custodial account under 403(b)(7).
3. The United States or any of its agencies or instrumentalities.
4. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
5. A foreign government or any of its political subdivisions, agencies or
instrumentalities.
6. An international organization or any of its agencies or
instrumentalities.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
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 listed
in the most recent publication of the American Society of Corporate
Securities, Inc., Nominee List.
15. A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
that have at least one nonresident partner.
Payments of interest generally not subject to backup withholding include the
following:
. 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 payer's trade or business and you have
not provided your correct TIN to the payer.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and the regulations under such sections.
Penalties
Failure to Furnish TIN.--If you fail to furnish your TIN to a requester, 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.
Misuse of TINs.--If the requester discloses or uses TINs in violation of
Federal laws, the requester may be subject to civil and criminal penalties.
Civil Penalty for False Information With Respect to Withholding.-- 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.
Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Specific Instructions
Name.--If you are an individual, generally provide the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
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Administration of the name change, please enter your first name and both the
last name shown on your social security card and your new last name.
Signing the Certification.--
(1) Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts That Were Considered Active During 1983.--You are not required
to sign the certification; however, you may do so. You are required to provide
your correct TIN.
(2) Interest, Dividend, Broker and Barter Exchange Accounts Opened After 1983
and Broker Accounts That Were Considered Inactive During 1983.--You must sign
the certification or backup withholding will apply. If you are subject to
backup withholding and you are merely providing your correct TIN to the
requester, you must cross out item (2) in the certification before signing the
form.
(3) Other Payments.--You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requestor's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(4) Exempt Payees and Payments--If you are exempt from backup withholding, you
should complete this form to avoid possible erroneous backup withholding. Enter
your correct TIN in Part I, write "EXEMPT" in the block in Part II, sign and
date the form. If you are a nonresident alien or foreign entity not subject to
backup withholding, give the requester a completed Form W-8, Certificate of
Foreign Status.
(5) TIN "Applied For."--Follow the instructions under How To Obtain a TIN, on
page 1, sign and date this form.
Signature.--For a joint account, only the person whose TIN is shown in Part I
should sign the form.
Privacy Act Notice.--Section 6109 requires you to furnish your correct taxpayer
identification number (TIN) to persons who must file information returns with
IRS to report interest, dividends, and certain other income paid to you,
mortgage interest you paid, the acquisition or abandonment of secured property,
or contributions you made to an individual retirement arrangement (IRA). IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax return. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 20% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a TIN to a
payer. Certain penalties may also apply.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code)
Guidelines for Determining the Proper Identification Number to Give 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.
- ---------------------------------------------
Give the
For this type of account: SOCIAL SECURITY
number of--
- ---------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one
of the
individuals(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law.
5. Sole proprietorship The owner(3)
account
6. Sole Proprietorship The owner(3)
- ---------------------------------------------
- ---------------------------------------------
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of--
- ---------------------------------------------
7. A valid trust, estate, The legal
or pension trust entity(4)
8. Corporate account The corporation
9. Association, club, The organization
religious, charitable,
educational or other
tax-exempt
organization account
10. Partnership account The partnership
held in the name of
the business
11. A broker or registered The broker or
nominee nominee
12. Account with the The public
Department of entity
Agriculture in the
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.
(4) List first and circle the name of the valid trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title)
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.
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