Exhibit 99.1
LETTER OF TRANSMITTAL
Coast Hotels and Casinos, Inc.
Offer to Exchange
All of its $100,000,000 Principal Amount of Outstanding
91/2% Senior Subordinated Notes Due 2009 Issued March 19, 2002
(CUSIP Nos. 19035CAE2 and U19088AA8)
for
91/2% Senior Subordinated Notes Due 2009
Which Have Been Registered Under the Securities Act of 1933
Pursuant to the Prospectus dated April , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2002, UNLESS THE EXCHANGE OFFER IS EXTENDED.
To: Exchange Agent
U.S. Bank National Association
By Mail/Hand Delivery/Overnight Express:
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Frank P. Leslie -- Corp. Trust Dept.
Facsimile Transmission:
(651) 244-8677
To confirm receipt:
Tel. (651) 244-0711
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via a facsimile number other than the one listed
above, will not constitute a valid delivery. The instructions contained herein
should be read carefully before this Letter of Transmittal is completed.
The undersigned acknowledges receipt of the Prospectus dated April ,
2002 ("Exchange Offer"), of Coast Hotels and Casinos, Inc., a Nevada
corporation (the "Company"), relating to the offer by the Company, upon the
terms and subject to the conditions set forth in the Exchange Offer and in this
Letter of Transmittal and the instructions hereto (which together with the
Exchange Offer and the instructions hereto constitute the "Offer"), to exchange
91/2% Senior Subordinated Notes due 2009 which have been registered under the
Securities Act of 1933 ("Exchange Notes") for any and all of its $100,000,000
principal amount of outstanding 91/2% Senior Subordinated Notes due 2009 issued
on March 19, 2002 ("Outstanding Additional Notes"), at the rate of $1,000
principal amount of the Exchange Notes for each $1,000 principal amount of the
Outstanding Additional Notes. Capitalized terms used but not defined herein
have the meanings given to them in the Exchange Offer.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Offer.
This Letter of Transmittal is to be used if the Outstanding Additional Notes
are to be physically delivered herewith, or if guaranteed delivery procedures
are being used, pursuant to the procedures set forth under "The Exchange Offer"
in the Exchange Offer. If delivery of Outstanding Additional Notes is made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC"), this Letter of Transmittal need not be
manually executed, provided, however, that tenders of Outstanding Additional
Notes must be effected in accordance with the procedures mandated by DTC and
the procedures set forth in the Exchange Offer under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding Additional Notes." If a
"Registered Holder" (which term, for the purposes of this document, shall
include the person in whose name the Outstanding Additional Notes are
registered on the Company's books and any participant tendering by book-entry
transfer) desires to tender Outstanding Additional Notes and such Outstanding
Additional Notes are not immediately available or time will not permit all
documents required by the Offer to reach the Exchange Agent (or such Registered
Holder is unable to complete the procedure for book-entry transfer on a timely
basis) prior to 5:00 p.m., New York City time, on , 2002, unless the
Offer is extended (the "Expiration Date"), a tender may be effected in
accordance with the guaranteed delivery procedures set forth in the Exchange
Offer under the caption "The Exchange Offer -- Procedures for Tendering
Outstanding Additional Notes -- Guaranteed Delivery Procedures." See
Instruction 1.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to the Company the principal amount of the Outstanding
Additional Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Additional Notes tendered hereby,
the undersigned hereby irrevocably sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Outstanding
Additional Notes, and hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that said Exchange Agent also acts as the agent of the Company)
with respect to such Outstanding Additional Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to take such further action as may be required in
connection with the delivery, tender and exchange of the Outstanding Additional
Notes.
The undersigned acknowledges that this Offer is being made in reliance on an
interpretation by the staff of the Securities and Exchange Commission (the
"SEC") that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Additional Notes may be offered for resale, resold
and otherwise transferred by holders thereof (other than (i) a broker-dealer
who purchased Outstanding Additional Notes directly from the Company for resale
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii) a person that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act) without compliance
with the registration and, except for broker-dealers that have acquired the
Outstanding Additional Notes as a result of market making or other trading
activities, prospectus delivery provisions of the Securities Act, provided that
such Exchange Notes are acquired in the ordinary course of such holders'
business and such holders have no arrangement with any person to participate in
the distribution of such Exchange Notes. See "The Exchange Offer -- Resale of
the Exchange Notes" in the Exchange Offer.
The undersigned understands and agrees that the Company reserves the right
not to accept tendered Outstanding Additional Notes from any tendering holder
if the Company determines, in its sole and absolute discretion, that such
acceptance could result in a violation of applicable securities laws.
The undersigned, if the undersigned is a beneficial holder, represents, or,
if the undersigned is a broker, dealer, commercial bank, trust company or other
nominee, represents that it has received representations from the beneficial
owners of the Outstanding Additional Notes stating that (i) the Exchange Notes
to be acquired in connection with the Exchange Offer by the holder (as such
term is defined in the Exchange Offer under the caption "The Exchange Offer --
Procedures for Tendering Outstanding Additional Notes") and each beneficial
owner of the Outstanding Additional Notes are being acquired by the holder and
each beneficial owner in the ordinary course of business of the holder and each
beneficial owner, (ii) the holder and each beneficial owner are not
participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the
Exchange Notes, (iii) the holder and each beneficial owner acknowledge and
agree that any person participating in the Exchange Offer for the purpose of
distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes acquired by such person and
cannot rely on the position of the staff of the Commission set forth in
no-action letters that are discussed in the Exchange Offer under the caption
"The Exchange Offer -- Resale of the Exchange Notes," (iv) if the holder is a
broker-dealer that acquired Outstanding Additional Notes as a result of market
making or other trading activities, it will deliver a prospectus in connection
with any resale of Exchange Notes acquired in the Exchange Offer, (v) the
holder and each beneficial owner understand that a secondary resale transaction
described in clause (iii) above should be covered by an effective registration
statement containing the selling security holder information required by Item
507 of Regulations S-K of the Securities Act and (vi) neither the holder nor
any beneficial owner is an "affiliate," as defined under Rule 405 of the
Securities Act, of the Company except as otherwise disclosed to the Company in
writing.
In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes. If the undersigned is a broker-dealer that will
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receive Exchange Notes for its own account in exchange for Outstanding
Additional Notes, it represents that the Outstanding Additional Notes to be
exchanged for Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Outstanding
Additional Notes that remain outstanding subsequent to the Expiration Date or,
as set forth in the Exchange Offer under the caption "The Exchange Offer --
Conditions to the Offer," to terminate the Exchange Offer and, to the extent
permitted by applicable law, purchase Outstanding Additional Notes in the open
market, in privately negotiated transactions or otherwise. The term of any such
purchases or offers could differ from the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions of the Offer, has full power and authority to tender,
exchange, assign and transfer the Outstanding Additional Notes tendered hereby,
and that when the same are accepted for exchange by the Company, 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 or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be reasonably
necessary or desirable to complete the sale, assignment and transfer of the
Outstanding Additional Notes tendered hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
The undersigned understands that tenders of the Outstanding Additional Notes
pursuant to any one of the procedures described under "The Exchange Offer --
Procedures for Tendering Outstanding Additional Notes" in the Exchange Offer
and in the instructions hereto will constitute a binding agreement between the
undersigned and the Company in accordance with the terms and subject to the
conditions of the Offer.
The undersigned understands that by tendering Outstanding Additional Notes
pursuant to one of the procedures described in the Exchange Offer and the
instructions thereto, the tendering holder will be deemed to have waived the
right to receive any payment in respect of interest on the Outstanding
Additional Notes accrued up to the date of issuance of the Exchange Notes.
The undersigned recognizes that, under certain circumstances set forth in
the Exchange Offer, the Company may not be required to accept for exchange any
of the Outstanding Additional Notes tendered. Outstanding Additional Notes not
accepted for exchange or withdrawn will be returned to the undersigned at the
address set forth below unless otherwise indicated under "Special Delivery
Instructions" below.
Unless otherwise indicated under the box entitled "Special Exchange
Instructions" below, please deliver Exchange Notes in the name of the
undersigned. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send Exchange Notes to the
undersigned at the address shown below the signature of the undersigned. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Exchange Instructions" to transfer any Outstanding Additional Notes
from the name of the Registered Holder thereof if the Company does not accept
for exchange any of the principal amount of such Outstanding Additional Notes
so tendered.
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THE UNDERSIGNED BY COMPLETING THE BOX "DESCRIPTION OF OUTSTANDING ADDITIONAL
NOTES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING ADDITIONAL NOTES AND MADE CERTAIN REPRESENTATIONS DESCRIBED HEREIN
AND IN THE EXCHANGE OFFER.
PLEASE SIGN HERE
(To be Completed By All Tendering Holders)
(See Instructions 1 and 3 and the following paragraph)
(Important: Also Complete Substitute Form W-9 Herein)
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Owner(s)
Dated: __________________________________________________________, 2002
If the holder(s) is/are tendering any Outstanding Additional Notes, this Letter
of Transmittal must be signed by the Registered Holder(s) as the name(s)
appear(s) on the Outstanding Additional Notes or on a security position listing
or by person(s) authorized to become Registered Holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s): ______________________________________________________________________
(Please Type or Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _______________________________________________
Tax Identification or
Social Security No(s).: _______________________________________________________
(See Instruction 12 and complete Substitute Form W-9 herein)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:
Authorized Signature: _________________________________________________________
Printed Name: _________________________________________________________________
Title: ________________________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _______________________________________________
Dated: __________________________________________________________, 2002
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OUTSTANDING
ADDITIONAL NOTES OR A NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
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List below the Outstanding Additional Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
numbers and principal amounts should be listed on a separate signed schedule
affixed thereto. See Instruction 7. The minimum permitted tender is $1,000
principal amount of Outstanding Additional Notes; all other tenders must be in
integral multiples of $1,000.
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DESCRIPTION OF OUTSTANDING ADDITIONAL NOTES
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(i) (ii) (iii) (iv)
Name(s) and Address(es) of Holder(s) Certificate Aggregate Principal Principal Amount
(Please fill in, if blank) Number(s) Amount Represented Tendered
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Total
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* Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the terms
and conditions of the Offer, the undersigned will be deemed to have tendered the entire aggregate principal
amount represented by the Outstanding Additional Notes indicated in the column labeled "Aggregate
Principal Amount Represented." See Instruction 8.
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[_] CHECK HERE IF TENDERED OUTSTANDING ADDITIONAL NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OUTSTANDING ADDITIONAL NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING (See Instructions 1 and 3):
Name(s) of Registered Holder(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
If delivery of Outstanding Additional Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at DTC, then tenders
of Outstanding Additional Notes must be effected in accordance with the
procedures mandated by DTC and the procedures set forth in the Exchange Offer
under the caption "The Exchange Offer -- Procedures for Tendering Outstanding
Additional Notes."
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SPECIAL EXCHANGE INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if Outstanding Additional Notes in a principal amount not
exchanged and/or Exchange Notes are to be registered in the name of or issued
to someone other than the person or persons whose signature(s) appear(s) on
this Letter of Transmittal above.
Issue and mail: (check appropriate box(es)):
[_] Exchange Notes to: [_] Outstanding
Additional Notes to:
Name(s) _______________________________________________________________________
(Please Type or Print)
_______________________________________________________________________________
(Please Type or Print)
Address _______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
Employer Identification or Social Security Number
(Complete the Substitute Form W-9)
SPECIAL EXCHANGE INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if Outstanding Additional Notes in a principal amount not
exchanged and/or Exchange Notes are to be sent to someone other than the person
or persons whose signature(s) appear(s) on this Letter of Transmittal above or
to such person or persons at an address other than that shown in the box
entitled "Descriptions of Outstanding Additional Notes" on this Letter of
Transmittal above.
Mail or deliver: (check appropriate box(es)):
[_] Exchange Notes to: [_] Outstanding
Additional Notes to:
Name(s) _______________________________________________________________________
(Please Type or Print)
_______________________________________________________________________________
(Please Type or Print)
Address _______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
Employer Identification or Social Security Number
6
TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(See Instruction 5)
PAYEE'S NAME AND ADDRESS:
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SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN IN THE BOX AT RIGHT AND
Department of CERTIFY BY SIGNING AND DATING OR
the Treasury BELOW.
Internal Revenue Service Employer Identification
Number
Payer's Request for Taxpayer (if awaiting TIN check the
Identification Number (TIN) box on Part 3)
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Part 2 -- 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 (see enclosed guidelines), 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 currently subject to backup withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
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Part 3 --
SIGNATURE ______________________________DATE __________________, 2002 Awaiting TIN [_]
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE
EXCHANGE NOTES THAT ARE ACQUIRED PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ATTACHED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (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 within
sixty days, 30% of all reportable payments made to me thereafter will be
withheld until I provide a Taxpayer Identification Number.
SIGNATURE: ____________________________________________ DATE:
____________________ , 2002
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INSTRUCTIONS
Forming part of the Terms and Conditions of the Offer
1. Delivery of this Letter of Transmittal and Outstanding Additional Notes;
Guaranteed Delivery Procedures. To be effectively tendered pursuant to the
Offer, the Outstanding Additional Notes, together with a properly completed
Letter of Transmittal (or manually signed facsimile hereof) duly executed by
the Registered Holder thereof, and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at the address set forth
on the front page of this Letter of Transmittal and tendered Outstanding
Additional Notes must be received by the Exchange Agent at such address at or
prior to 5:00 p.m., New York City time, on the Expiration Date; provided,
however, that book-entry transfers of Outstanding Additional Notes must be
effected in accordance with the procedures set forth in the Exchange Offer
under the caption "The Exchange Offer -- Procedures For Tendering Outstanding
Additional Notes." If the beneficial owner of any Outstanding Additional Notes
is not the Registered Holder, then such person may validly tender such person's
Outstanding Additional Notes only by obtaining and submitting to the Exchange
Agent a properly completed Letter of Transmittal from the Registered Holder.
Letters of Transmittal of Outstanding Additional Notes should be delivered only
by hand or by courier, or transmitted by mail, and only to the Exchange Agent
and not to the Company or to any other person.
The method of delivery of Outstanding Additional Notes and all other
required documents to the Exchange Agent is at the election and risk of the
holder, and if such delivery is by mail, it is suggested that the holder use
properly insured, registered mail with return receipt requested. If Outstanding
Additional Notes are sent by mail, it is suggested that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
If a holder desires to tender Outstanding Additional Notes and such holder's
Outstanding Additional Notes are not immediately available or time will not
permit such holder to complete the procedures for book-entry transfer on a
timely basis or time will not permit such holder's Letter of Transmittal and
other required documents to reach the Exchange Agent on or before the
Expiration Date, such holder's tender may be effected if:
(a) such tender is made by or through an Eligible Institution;
(b) on or prior to the Expiration Date, the Exchange Agent has received a
facsimile transmission or letter from such Eligible Institution setting
forth the name and address of the holder of such Outstanding Additional
Notes, the certificate number(s) of such Outstanding Additional Notes
(except in the case of book-entry tenders) and the principal amount of
Outstanding Additional Notes tendered and stating that the tender is being
made thereby and guaranteeing that, within three business days after the
Expiration Date, a duly executed Letter of Transmittal, or facsimile
thereof, together with the certificate representing the Outstanding
Additional Notes, unless the book-entry transfer procedures are to be used,
and any other documents required by this Letter of Transmittal and
Instructions, will be deposited by such Eligible Institution with the
Exchange Agent; and
(c) this Letter of Transmittal, or a manually signed facsimile hereof,
and Outstanding Additional Notes, in proper form for transfer (or a
book-entry confirmation with respect to such Outstanding Additional Notes),
and all other required documents are received by the Exchange Agent within
three business days after the Expiration Date.
2. Withdrawal of Tenders. Tendered Outstanding Additional Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must (i) be timely received by the Exchange Agent at its address set
forth on the first page of this Letter of Transmittal before the Exchange Agent
receives notice of acceptance from the Company, (ii) specify the name of the
person who tendered the Outstanding Additional Notes, (iii) contain the
description of the Outstanding Additional Notes to be withdrawn, the
certificate number(s) of such Outstanding Additional Notes (except in the case
of book-entry
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tenders) and the aggregate principal amount represented by such Outstanding
Additional Notes or a Book-Entry Confirmation with respect to such Outstanding
Additional Notes, and (iv) be signed by the holder of such Outstanding
Additional Notes in the same manner as the original signature appears on this
Letter of Transmittal (including any required signature guarantees) or be
accompanied by evidence satisfactory to the Company that the person withdrawing
the tender has succeeded to the beneficial ownership of the Outstanding
Additional Notes. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in Instruction 3 of this
Letter of Transmittal) unless such Outstanding Additional Notes have been
tendered (i) by a Registered Holder of Outstanding Additional Notes who has not
completed either the box entitled "Special Exchange Instructions" or the box
entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii)
for the account of an Eligible Institution. If the Outstanding Additional Notes
have been tendered pursuant to the procedure for book-entry tender set forth
under the caption "The Exchange Offer -- Procedures for Tendering Outstanding
Additional Notes," a notice of withdrawal is effective immediately upon receipt
by the Exchange Agent of a written, telegraphic or facsimile transmission
notice of withdrawal even if physical release is not yet effected. In addition,
such notice must specify, in the case of Outstanding Additional Notes tendered
by delivery of such Outstanding Additional Notes, the name of the Registered
Holder (if different from that of the tendering holder) to be credited with the
withdrawn Outstanding Additional Notes. Withdrawals may not be rescinded, and
any Outstanding Additional Notes withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, properly withdrawn
Outstanding Additional Notes may be retendered by following one of the
procedures described under "The Exchange Offer -- Procedures for Tendering
Outstanding Additional Notes" in the Exchange Offer at any time on or prior to
the applicable Expiration Date.
3. Signatures on this Letter of Transmittal, Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
Registered Holder of the Outstanding Additional Notes tendered hereby, the
signature must correspond exactly with the name as written on the face of the
Outstanding Additional Notes without any change whatsoever.
If any Outstanding Additional Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any Outstanding Additional Notes tendered hereby are registered 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
registrations of Outstanding Additional Notes.
When this Letter of Transmittal is signed by the Registered Holder(s)
specified herein and tendered hereby, no endorsements of such Outstanding
Additional Notes or separate bond powers are required. If, however, Exchange
Notes are to be issued, or any untendered principal amount of Outstanding
Additional Notes are to be reissued to a person other than the Registered
Holder, then endorsements of any Outstanding Additional Notes transmitted
hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
Registered Holder(s), such Outstanding Additional Notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the Registered Holder or holders appear(s) on the Outstanding
Additional Notes.
If this Letter of Transmittal or a Notice of Guaranteed Delivery or any
Outstanding Additional 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, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Except as described in this paragraph, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed
by an Eligible Institution, which is a firm which is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent in
the United States, a participant in a recognized medallion
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signature guarantee program or which is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the case
may be, need not be guaranteed if the Outstanding Additional Notes tendered
pursuant hereto are tendered (i) by a Registered Holder of Outstanding
Additional Notes who has not completed either the box entitled "Special
Exchange Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) for the account of an Eligible Institution.
Endorsement on Outstanding Additional Notes or signatures on bond forms
required by this Instruction 3 must be guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable box the name and address to which Exchange Notes
and/or substitute Outstanding Additional Notes for the principal amounts not
exchanged are to be issued or 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, the employer identification or social security number of the
person named must also be indicated. If no such instructions are given, such
Outstanding Additional Notes not exchanged will be returned to the name and
address of the person signing this Letter of Transmittal.
5. Tax Identification Number and Backup Withholding. Federal income tax
law of the United States requires that a holder of Outstanding Additional Notes
whose Outstanding Additional Notes are accepted for exchange provide the
Company with such holder's correct taxpayer identification number, which, in
the case of a holder who is an individual, is the holder's social security
number, or otherwise establish an exemption from backup withholding. If the
Company is not provided with the holder's correct taxpayer identification
number, the exchanging holder of Outstanding Additional Notes may be subject to
a penalty imposed by the Internal Revenue Service. In addition, interest on the
Exchange Notes acquired pursuant to the Offer may be subject to backup
withholding in an amount equal to 30 percent (which rate is scheduled to be
reduced periodically through 2006) of any interest payment. If withholding
occurs and results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service upon filing of a return.
To prevent backup withholding, each exchanging holder of Outstanding
Additional Notes subject to backup withholding must provide his correct
taxpayer identification number by completing the Substitute Form W-9 provided
in this Letter of Transmittal, certifying that the taxpayer identification
number provided is correct (or that the exchanging holder of Outstanding
Additional Notes is awaiting a taxpayer identification number) and that either
(a) the exchanging holder has not been notified by the Internal Revenue Service
that he is subject to backup withholding as a result of failure to report all
interest or dividends or (b) the Internal Revenue Service has notified the
exchanging holder that he is no longer subject to backup withholding.
Certain exchanging holders of Outstanding Additional Notes (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding requirements. A foreign individual and other exempt
holders (e.g., corporations) should certify, in accordance with the attached
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9, to such exempt status on the Substitute Form W-9 provided in this
Letter of Transmittal.
6. Transfer Taxes. Holders tendering pursuant to the Offer will not be
obligated to pay brokerage fees or commissions or to pay transfer taxes with
respect to their exchange under the Offer unless the box entitled "Special
Exchange Instructions" in this Letter of Transmittal has been completed. The
Company will pay all other charges or expenses in connection with the Offer. If
holders tender Outstanding Additional Notes for exchange and the Offer is not
consummated, such Outstanding Additional Notes will be returned to the holders
at the Company's expense.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Additional Notes specified
in this Letter of Transmittal.
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7. Inadequate Space. If the space provided herein is inadequate, the
aggregate principal amount of the Outstanding Additional Notes being tendered
and the security numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
8. Partial Tenders. Tenders of Outstanding Additional Notes will be
accepted only in integral multiples of $1,000. If tenders are to be made with
respect to less than the entire principal amount of any Outstanding Additional
Notes, fill in the principal amount of Outstanding Additional Notes which are
tendered in column (iv) of the "Description of Outstanding Additional Notes."
In the case of partial tenders, the Outstanding Additional Notes in fully
registered form for the remainder of the principal amount of the Outstanding
Additional Notes will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise indicated in the appropriate place on this Letter
of Transmittal, as promptly as practicable after the expiration or termination
of the Offer.
Unless otherwise indicated in column (iv) in the box labeled "Description of
Outstanding Additional Notes," and subject to the terms and conditions of the
Offer, tenders made pursuant to this Letter of Transmittal will be deemed to
have been made with respect to the entire aggregate principal amount
represented by the Outstanding Additional Notes indicated in column (iii) of
such box.
9. Mutilated, Lost, Stolen or Destroyed Outstanding Additional Notes. Any
holder whose Outstanding Additional Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. Validity and Acceptance of Tenders. All questions as to the validity,
form, eligibility (including time of receipt), acceptance and withdrawal of
Outstanding Additional Notes tendered for exchange will be determined by the
Company in its sole discretion, which determination shall be final and binding.
The Company reserves the absolute right to reject any and all Outstanding
Additional Notes not properly tendered and to reject any Outstanding Additional
Notes the Company's acceptance of which might, in the judgment of the Company
or its counsel, be unlawful. The Company also reserves the absolute right to
waive any defects or irregularities or conditions of the Exchange Offer as to
particular Outstanding Additional Notes either before or after the Expiration
Date (including the right to waive the ineligibility of any holder who seeks to
tender Outstanding Additional Notes in the Exchange Offer). The interpretation
of the terms and Conditions of the Exchange Offer (including the Letter of
Transmittal and the instructions thereto) by the Company shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Additional Notes for exchange must be
cured within such period of time as the Company shall determine. The Company
will use reasonable efforts to give notification of defects or irregularities
with respect to tenders of Outstanding Additional Notes for exchange but shall
not incur any liability for failure to give such notification. Tenders of the
Outstanding Additional Notes will not be deemed to have been made until such
irregularities have been cured or waived.
11. Requests for Assistance or Additional Copies. U.S. Bank National
Association is the Exchange Agent. All tendered Outstanding Additional Notes,
executed Letters of Transmittal and other related documents should be directed
to the Exchange Agent at the address or facsimile number set forth on the first
page of this Letter of Transmittal. Questions and requests for assistance and
requests for additional copies of the Prospectus, the Letter of Transmittal and
other related documents should be addressed to the Exchange Agent as follows:
U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Frank P. Leslie -- Corp. Trust Dept.
Facsimile Transmission:
(651) 244-8677
To confirm receipt:
Tel. (651) 244-0711
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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
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 type of
number to give the payer.
Give the SOCIAL SECURITY Give the EMPLOYER
For this type of account: number of-- For this type of account: IDENTIFICATION number of--
- ------------------------- ------------------------- ----------------------------- --------------------------
1. An individual's account The individual 8. Sole proprietorship The owner(4)
account
2. Two or more The actual owner of the 9. A valid trust, estate The legal entity (Do not
individuals (joint account or, if combined or pension trust furnish the identifying
account) funds, any one of the number of the personal
individuals(1) representative or trustee
unless the legal entity
itself is not designated
in the account title)(5)
3. Husband and wife The actual owner of the 10. Corporate account The corporation
(joint account) account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2) 11. Religious, The organization
minor charitable, or
(Uniform educational
Gift to organization account
Minors Act)
5. Adult and minor (joint The adult or, if the 12. Partnership account The partnership
account) minor is the only held in
contributor, the minor(1) the name
of the
business
6. Account in the name of The ward, minor, or 13. Association, club, or The organization
guardian or incompetent person(3) other
committee for tax-exempt
a designated organization
ward, minor,
or incompetent
person
7.a. The usual revocable The grantor-trustee(1) 14. A broker or The broker or nominee
savings trust registered nominee
account (grantor
is also trustee)
b. So-called trust The actual owner(1) 15. Account with the The public entity
account Department of
that is not Agriculture
a legal or in the name
valid trust of a public
under State entity (such
law 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.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
(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" name. You may use either your Social Security Number or
Employer Identification Number.
(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 if you do not know
your number, obtain Form SS-5, Application for Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service (the "IRS") and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments by
brokers include the following:
. A corporation.
. A financial institution.
. An organization exempt from a tax under Section 501(a), or an individual
retirement plan or a custodial account under Section 403(b)(7) if the
account satisfies the requirements of Section 401(F)(2).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a).
. An entity registered at all times under the Investment Company Act of
1940.
. A foreign central bank of issue.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
. A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
Payments of dividends and patronage dividends not generally subject to
backup withholding 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 which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally 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 taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
. Payments described in Section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign corporations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Section 6041, 6041(A)(a),
6045, and 6050A.
Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 30%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments.--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 5% on any portion of
an under-payment attributable to that failure unless there is clear and
convincing evidence to the contrary.
(3) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
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