EXHIBIT 99.2
LETTER OF TRANSMITTAL
McKESSON CORPORATION
OFFER TO EXCHANGE ITS 6.40% EXCHANGE NOTES DUE MARCH 1, 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING 6.40% NOTES DUE MARCH 1, 2008
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 1998, UNLESS EXTENDED. TENDERED
SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE EXCHANGE OFFER
Delivery To: The First National Bank of Chicago (the "Exchange Agent")
By Mail: By Hand or Overnight Delivery:
(Registered or Certified
Mail recommended)
The First National Bank of Chicago The First National Bank of Chicago
c/o First Chicago Trust c/o First Chicago Trust
Company of New York Company of New York
14 Wall Street 14 Wall Street
8th Floor, Window 2 8th Floor, Window 2
New York, New York 10005 New York, New York 10005
Facsimile Transmissions:
(Eligible Institutions Only)
(212) 240-8938
To Confirm by Telephone
or for Information Call:
(212) 240-8801
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS 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 and reviewed the
Prospectus dated , 1998 (the "Prospectus") of McKesson Corporation (the
"Company") and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $150,000,000 6.40% Exchange Notes due
March 1, 2008 (the "Exchange Notes due 2008") for a like principal amount of
the Company's outstanding 6.40% Notes due March 1, 2008 (the "Private Notes
due 2008").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1998, unless the Company in its sole discretion, extends the
Exchange Offer. The Company reserves the right to extend the Exchange Offer at
its discretion, in which event the term "Expiration Date" shall mean the time
and date when the Exchange Offer as so extended shall expire. The Company
shall notify the holders of the Private Notes due 2008 of any extension by
means of a press release or other public announcement no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date.
The Exchange Notes due 2008 will bear interest from the most recent date to
which interest has been paid on the Private Notes due 2008 or, if no interest
has been paid, from February 24, 1998. Accordingly, if the relevant record
date for interest payment occurs after the consummation of the Exchange Offer,
registered holders of Exchange Notes due 2008 on such record date will receive
interest accruing from the most recent date to which interest has been paid
or, if no interest has been paid, from February 24, 1998. If, however, the
relevant record date for interest payments occurs prior to the consummation of
the Exchange Offer, registered holders of Private Notes due 2008 on such
record date will receive interest accruing from the most recent date to which
interest has been paid or, if no interest has been paid, from February 24,
1998. Holders of Private Notes due 2008 whose Private Notes due 2008 are
accepted for exchange will not receive any payment in respect of accrued
interest on such Private Notes due 2008 otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.
The Exchange Offer is not conditioned upon any minimum principal amount of
Private Notes due 2008 being tendered for exchange. However, the Exchange
Offer is subject to certain conditions. Please see the Prospectus under the
section entitled "The Exchange Offers--Certain Conditions to the Exchange
Offers."
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Private Notes due 2008 in any jurisdiction in
which the making or acceptance of the Exchange Offer would not be in
compliance with the laws of such jurisdiction.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus. As used herein, the term "Holder" means a holder
of Private Notes due 2008, including any participant ("DTC Participant") in
the book-entry transfer facility system of The Depository Trust Company
("DTC") whose name appears on a security position listing as the owner of the
Private Notes due 2008. As used herein, the term "Certificates" means physical
certificates representing Private Notes due 2008.
To participate in the Exchange Offer, Holders must tender by (a) book-entry
transfer pursuant to the procedures set forth in the Prospectus under "The
Exchange Offers--Procedures for Tendering Private Notes," or (b) forwarding
Certificates herewith. Holders who are DTC Participants tendering by book-
entry transfer must execute such tender through the Automated Tender Offer
Program ("ATOP") of DTC. A Holder using ATOP should transmit its acceptance to
DTC on or prior to the Expiration Date. DTC will verify such acceptance,
execute a book-entry transfer of the tendered Private Notes due 2008 into the
Exchange Agent's account at DTC and then send to the Exchange Agent
confirmation of such book-entry transfer (a "Book-Entry Confirmation"),
including an agent's message ("Agent's Message") confirming that DTC has
received an express acknowledgement from such Holder that such Holder has
received and agrees to be bound by this Letter of Transmittal and that the
Company may enforce this Letter of Transmittal against such Holder. The Book-
Entry Confirmation must be received by the Exchange Agent in order for the
tender relating thereto to be effective. Book-entry transfer to DTC in
accordance with DTC's procedures does not constitute delivery of the Book-
Entry Confirmation to the Exchange Agent.
If the tender is not made through ATOP, Certificates, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein on or prior to the Expiration Date in order for such
tender to be effective.
Holders of Private Notes due 2008 who cannot complete the procedures for
delivery by book-entry transfer of such Private Notes due 2008 on a timely
basis or who cannot deliver their Certificates for such Private Notes due 2008
and all other required documents to the Exchange Agent on or prior to the
Expiration Date, must, in order to participate in the Exchange Offer, tender
their Private Notes due 2008 according to the guaranteed delivery procedures
set forth in the Prospectus under "The Exchange Offers--Procedures for
Tendering Private Notes due 2008."
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE FOLLOWING BOX
2
List below the Private Notes due 2008 to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers
and principal amount of Private Notes due 2008 should be listed on a separate
signed schedule affixed hereto.
DESCRIPTION OF PRIVATE NOTES DUE 2008
(SEE INSTRUCTIONS 2, 3, AND 8)
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------
1 2 3
- -------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF
PRIVATE NOTES DUE 2008
AGGREGATE PRINCIPAL TENDERED(2) (MUST BE IN
TITLE OF SECURITIES AND AMOUNT OF PRIVATE DENOMINATIONS OF $1,000 OR
CERTIFICATE NUMBER(S)(1) NOTES DUE 2008 INTEGRAL MULTIPLES THEREOF)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Total
(1) Certificate numbers not required if Private Notes due 2008 are being
tendered by book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered ALL
of the Private Notes due 2008 represented in column 2.
[_]CHECK HERE IF TENDERED PRIVATE NOTES DUE 2008 ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_________________________________________________
Account Number:________________________________________________________________
Transaction Code Number:_______________________________________________________
3
[_]CHECK HERE IF TENDERED PRIVATE NOTES DUE 2008 ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):_______________________________________________
Window Ticket Number (if any):_________________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________________
If delivered by book-entry transfer, complete the following:
Account Number:________________________________________________________________
Transaction Code Number:_______________________________________________________
[_]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:_______________________________________________________________________
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Private Notes due 2008 indicated above. 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.
Subject to, and effective upon, the acceptance for exchange of the Private
Notes due 2008 tendered hereby, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest
in and to such Private Notes due 2008 as are being 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 Private Notes
due 2008 with full power of substitution to (i) deliver certificates for such
Private Notes due 2008 to the Company and deliver all accompanying evidences
of transfer and authenticity to, or upon the order of, the Company (ii)
present such Private Notes due 2008 for transfer on the books of the Company
and (iii) receive for the account of the Company all benefits and otherwise
exercise all rights of the beneficial ownership of such Private Notes due
2008, all in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed to be irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Private Notes due
2008 tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that (i) any
Exchange Notes due 2008 acquired in exchange for Private Notes due 2008
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes due 2008, whether or not such person
is the undersigned, (ii) neither the holder nor any such other person has an
arrangement or understanding with any person to participate in the
"distribution" of such Exchange Notes due 2008 within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") and (iii) neither
the holder nor any such other person is an "affiliate" of the Company as
described in Rule 405 under the Securities Act.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to
third parties, that the Exchange Notes due 2008 issued in exchange for the
Private Notes due 2008 pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than
holders who are broker-dealers) without further compliance with the
registration and prospectus delivery provisions of the Securities Act.
However, the undersigned acknowledges that any purchaser of Private Notes due
2008 who is an affiliate of the Company within the meaning of Rule 405 under
the Securities Act or who intends to participate in the Exchange Offer for the
purpose of distributing the Exchange Notes, or any broker-dealer who purchased
the Private Notes from the Company to resell pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act (i)
will not be able to rely on the interpretations of the staff of the Commission
set forth in the above-mentioned no-action letters, (ii) will not be entitled
to tender its Private Notes due 2008 in the Exchange Offer and (iii) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Private Notes
due 2008 unless such sale or transfer is made pursuant to an exemption from
such requirements. The undersigned also acknowledges that the Company has not
sought its own no-action letter and there can be no assurance that the staff
of the Commission would make a similar determination with respect to the
Exchange Offer as in such other circumstances.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes due 2008. If the undersigned is a broker-dealer that
5
will receive Exchange Notes due 2008 for its own account in exchange for
Private Notes due 2008, it represents that the Private Notes due 2008 to be
exchanged for Exchange Notes due 2008 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
due 2008; 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 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 sale of the Private Notes
due 2008 tendered hereby. All authority conferred or agreed to be conferred in
this Letter of Transmittal and every obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in the instructions contained in this Letter of
Transmittal.
For the purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Private Notes due 2008 when, as and if the Company
has given oral and written notice thereof to the Exchange Agent.
If any tendered Private Notes due 2008 are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Private Notes due 2008 will be returned (or, in the case of Private
Notes due 2008 tendered by book-entry transfer through DTC, will be promptly
credited to an account maintained at DTC), without expense, to the undersigned
at the address shown below or at a different address as may be indicated
herein under the "Special Delivery Instructions" as promptly as practicable
after the Expiration Date.
The undersigned understands that tenders of Private Notes due 2008 pursuant
to the procedures described under the section entitled "The Exchange Offers--
Procedures for Tendering Private 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 herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes due 2008 (and, if
applicable, substitute certificates representing Private Notes due 2008 for
any Private Notes due 2008 not exchanged) in the name(s) of the undersigned
or, in the case of a book-entry delivery of Private Notes due 2008, please
credit the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
below, please send the Exchange Notes due 2008 (and, if applicable, substitute
certificates representing Private Notes due 2008 for any Private Notes due
2008 not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Private Notes due 2008." In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the Exchange Notes due
2008 issued in exchange for the Private Notes due 2008 accepted for exchange
in the name(s) of, and return any certificates for Private Notes due 2008 not
tendered or not exchanged to, the person(s) so indicated. The undersigned
understands that the Company has no obligation pursuant to the "Special
Issuance Instructions" and "Special Delivery Instructions" to transfer any
Private Notes due 2008 from the name of the registered holder(s) thereof if
the Company does not accept for exchange any of the Private Notes due 2008 so
tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF PRIVATE
NOTES DUE 2008" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED
TO HAVE TENDERED THE PRIVATE NOTES DUE 2008 AS SET FORTH IN SUCH BOX ABOVE.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
I hereby TENDER the Private Notes due 2008 described above in the box
entitled "Description of Private Notes due 2008" pursuant to the terms of the
Exchange Offer.
X___________________________________ __________________________________, 1998
X___________________________________ __________________________________, 1998
X___________________________________ __________________________________, 1998
Signature(s) of Owner(s) Date
If a holder is tendering any Private Notes due 2008, this Letter of
Transmittal must be signed by the registered holder(s) as the name(s)
appear(s) on the certificate(s) for the Private Notes due 2008 or on a
security position listing or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 4.
Name(s):________________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signature(s) Guaranteed by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Area Code and Telephone Number)
Dated: _______________________, 1998
7
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5) (SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if To be completed ONLY if
certificates for Private Notes due certificates for Private Notes due
2008 not exchanged and/or Exchange 2008 not exchanged and/or Exchange
Notes due 2008 are to be issued in Notes due 2008 are to be sent to
the name of and sent to someone someone other than the person or
other than the person or person(s) persons whose signature(s)
whose signature(s) appear(s) on appear(s) on this Letter of
this Letter of Transmittal above, Transmittal above or to such
or if Private Notes due 2008 person or persons at an address
delivered by book-entry transfer other than shown in the box
which are not accepted for entitled "Description of Private
exchange are to be returned by Notes due 2008" on this Letter of
credit to an account maintained at Transmittal above.
DTC other than the account
indicated above.
Issue Exchange Notes due 2008 Mail Exchange Notes due 2008
and/or Private Notes due 2008 to: and/or Private Notes due 2008 to:
Name_______________________________ Name_______________________________
(Please Type or Print) (Please Type or Print)
_______________________________ _______________________________
(Please Type or Print) (Please Type or Print)
Address____________________________ Address____________________________
____________________________ ____________________________
(Zip Code) (Zip Code)
___________________________________
Employer Identification or
Social Security Number
(Complete Substitute Form W-9)
[_]Credit unexchanged Private
Notes due 2008 delivered by
book-entry transfer to the DTC
account set forth below.
___________________________________
(DTC Account Number, if
applicable)
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
This Letter to Transmittal is to be completed either if (a) Certificates are
to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange
Offers--Procedures for Tendering Private Notes" in the Prospectus and an
Agent's Message is not delivered. Holders who are DTC Participants tendering
by book-entry transfer must execute such tender through DTC's ATOP system. A
holder using ATOP should transmit its acceptance to DTC on or prior to the
Expiration Date. DTC will verify such acceptance, execute a book-entry
transfer of the tendered Private Notes due 2008 into the Exchange Agent's
account at DTC and then send to the Exchange Agent a Book-Entry Confirmation,
including an Agent's Message confirming that DTC has received an express
acknowledgement from such holder that such holder has received and agrees to
be bound by this Letter of Transmittal and that the Company may enforce this
Letter of Transmittal against such holder. The Book-Entry Confirmation must be
received by the Exchange Agent in order for the tender relating thereto to be
effective. Book-entry transfer to DTC in accordance with DTC's procedure does
not constitute delivery of the Book-Entry Confirmation to the Exchange Agent.
Private Notes due 2008 tendered hereby must be in denominations of $1,000 and
integral multiples thereof.
If the tender is not made through ATOP, certificates representing Private
Notes due 2008, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by the Prospectus and this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date in order for such tender to be
effective.
Holders who wish to tender their Private Notes due 2008 and (i) whose
Private Notes due 2008 are not immediately available, or (ii) cannot deliver
their Private Notes due 2008, this Letter of Transmittal or any other
documents required hereby to the Exchange Agent prior to the Expiration Date
or (iii) who cannot comply with the procedures for book-entry transfer on a
timely basis must tender their Private Notes due 2008 according to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures: (i) such tender must be made through an Eligible Institution (as
defined below); (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Company (by fax transmission, mail or hand delivery) setting forth the
name and address of the holder, the certificate number(s) of such Private
Notes due 2008 (except in the case of book-entry tenders) and the principal
amount of Private Notes due 2008 tendered, stating that the tender is being
made thereby and guaranteeing that, within three NYSE trading days after the
Expiration Date, this Letter of Transmittal (or a copy hereof) together with
the certificate(s) representing the Private Notes due 2008 (except in the case
of book-entry tenders) 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 a copy hereof), as well as
all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Private Notes due 2008 in proper form
for transfer or a Book-Entry Confirmation with respect to such Private Notes
due 2008, must be received by the Exchange Agent within three NYSE trading
days after the Expiration Date, all as provided in the Prospectus under the
section entitled "The Exchange Offers--Guaranteed Delivery Procedures." Any
holder who wishes to tender his Private Notes due 2008 pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date.
As used in this Letter of Transmittal, "Eligible Institution" shall mean a
firm which is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or correspondent in the United States.
All questions as to the validity, eligibility (including time of receipt),
acceptance and withdrawal of tendered Private Notes due 2008 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 Private Notes due 2008 not
9
properly tendered or any Private Notes due 2008 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, irregularities or
conditions of tender as to particular Private Notes due 2008. 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 Private Notes due 2008 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 Private Notes due 2008, nor shall
any of them incur any liability for failure to give such notification. Tenders
of Private Notes due 2008 will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Private Notes due
2008 received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
See "The Exchange Offers" in the Prospectus.
2. TENDER BY HOLDER.
Only a holder of Private Notes due 2008 may tender such Private Notes due
2008 in the Exchange Offer. Any beneficial owner whose Private Notes due 2008
are registered in the name of a broker, dealer, commercial bank, trust company
or other nominee and who wishes to tender should contact the registered holder
promptly and instruct such registered holder to tender on behalf of such
beneficial owner. If such beneficial owner wishes to tender on such owner's
own behalf; such owner must, prior to completing and executing this Letter of
Transmittal and delivering such owner's Private Notes due 2008, either make
appropriate arrangements to register ownership of the Private Notes due 2008
in such owner's name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.
3. PARTIAL TENDERS AND WITHDRAWALS.
Tenders of Private Notes due 2008 will be accepted only in denominations of
$1,000 and integral multiples thereof. If less than all the Private Notes due
2008 are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Private Notes due 2008 to be tendered in the box above
entitled "Description of Private Notes due 2008--Principal Amount of Private
Notes due 2008 Tendered." A reissued certificate representing the balance of
nontendered Private Notes due 2008 will be sent to such tendering holder
(except in the case of book-entry tenders), unless otherwise provided in the
appropriate box on this Letter of Transmittal, promptly after the Expiration
Date. ALL OF THE PRIVATE NOTES DUE 2008 DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
Any holder who has tendered Private Notes due 2008 may withdraw the tender
by delivering written notice of withdrawal to the Exchange Agent prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal must be received by telegram, facsimile transaction (receipt
confirmed by telephone) or letter to the Exchange Agent at its address as set
forth on the first page of this Letter of Transmittal on or prior to the
Expiration Date. Any such notice of withdrawal must specify the name of the
person having tendered the Private Notes due 2008 to be withdrawn, identify
the Private Notes due 2008 to be withdrawn (including the principal amount of
such Private Notes due 2008), and (where certificates for Private Notes due
2008 have been transmitted) specify the name in which such Private Notes due
2008 are registered, if different from that of the withdrawing holder. If
certificates for Private Notes due 2008 have been delivered or otherwise
identified to the Exchange Agent, then, prior to the release of such
certificates the withdrawing holder must also submit the certificate numbers
of the particular certificates to be withdrawn and signed notice of withdrawal
with signatures guaranteed by an Eligible Institution unless such holder is an
Eligible Institution. If Private Notes due 2008 have been tendered pursuant to
the procedure for book entry transfer described above, any notice of
withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawn Private Notes due 2008 and otherwise comply with
the procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties.
Any Private Notes due 2008 so withdrawn will be deemed not to have been
10
validly tendered for exchange for purposes of the Exchange Offer. Any Private
Notes due 2008 which have been tendered for exchange but which are not
exchanged for any reason will be returned to the Holder thereof without cost
to such Holder (or, in the case of Private Notes due 2008 tendered by book-
entry transfer into the Exchange Agent's account at DTC pursuant to the book-
entry transfer procedures described above, such Private Notes due 2008 will be
credited to an account maintained with DTC for the Private Notes due 2008) as
soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Private Notes due 2008 may be
retendered by following one of the procedures describe herein at any time on
or prior to the Expiration Date. See "The Exchange Offers--Withdrawal Rights"
in the Prospectus.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURE.
If this Letter of Transmittal is signed by the registered holder of the
Private Notes due 2008 tendered hereby, the signature must correspond exactly
with the name as written on the face of the certificates (if applicable)
without any change whatsoever.
If any tendered Private Notes due 2008 are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Private Notes due 2008 are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Private Notes due 2008 specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If,
however, the Exchange Notes due 2008 to be issued, or any untendered Private
Notes due 2008 are to be reissued, to a person other than the registered
holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder(s)
appear(s) on the certificate(s).
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
Endorsements on certificates for Private Notes due 2008 or signatures on
bond powers required by this Instruction 4 must be guaranteed by an Eligible
Institution which is a member of (a) the Securities Transfer Agents Medallion
Program, (b) the New York Stock Exchange Medallion Signature Program or (c)
the Stock Exchange Medallion Program.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Private Notes due 2008 are tendered: (i) by
a registered holder of such Private Notes due 2008 (which term, for purposes
of the Exchange Offer, includes any participant in the DTC system whose name
appears on a security position listing as the holder of such Private Notes due
2008) who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for
the account of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Private Notes due 2008 should indicate in the
applicable box the name and address in or to which Exchange Notes due 2008
issued pursuant to the Exchange Offer and/or substitute certificates
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evidencing Private Notes due 2008 not exchanged are to be issued or sent, if
different from the name or 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. Holders tendering Private Notes due 2008 by book-entry transfer may
request that Private Notes due 2008 not exchanged be credited to such account
maintained at the DTC as such holder may designate hereon. If no such
instructions are given, such Private Notes due 2008 not exchanged will be
returned to the name or address of the person signing this Letter of
Transmittal.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Private Notes due 2008 to them or their order pursuant to the Exchange
Offer. If however, Exchange Notes due 2008 and/or substitute Private Notes due
2008 not exchanged are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Private
Notes due 2008 tendered hereby, or if tendered Private Notes due 2008 are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
transfer of Private Notes due 2008 to the Company or their order pursuant to
the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence or payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Private Notes due 2008 specified in
this Letter of Transmittal.
7. WAIVER OF CONDITION.
Subject to the terms and conditions set forth in the Prospectus, the Company
reserves the absolute right to waive satisfaction of any or all conditions
enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Private Notes due 2008, by execution of
this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of their Private Notes due 2008 for exchange.
Neither the Company nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES DUE 2008.
Any holder whose Private Notes due 2008 have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING, AS WELL AS REQUESTS FOR
ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, MAY BE
DIRECTED TO THE EXCHANGE AGENT, AT THE ADDRESS INDICATED ON THE FIRST PAGE OF
THIS LETTER OF TRANSMITTAL OR BY TELEPHONE AT (212) 240-8801.
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IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Private Notes due
2008 or Exchange Notes due 2008 is required to provide the Trustee (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below or otherwise establish a basis for exemption from
backup withholding. If such holder is an individual, the TIN is his social
security number. If the Trustee is not provided with the correct TIN, a $50
penalty may be imposed by the Internal Revenue Service, and payments made to
such holder with respect to Private Notes due 2008 or Exchange Notes due 2008
may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that holder's exempt status. A Form
W-8 may be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional U.S. federal income tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Private Notes
due 2008 or Exchange Notes due 2008, the holder is required to provide the
Trustee with: (i) the holder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is correct (or that
such holder is awaiting a TIN) and that (A) such holder is exempt from backup
withholding, (B) the holder has not been notified by the Internal Revenue
Service that the holder is subject to backup withholding as a result of
failure to report all interest or dividends or (C) the Internal Revenue
Service has notified the holder that the holder is no longer subject to backup
withholding; and (ii) if applicable, an adequate basis for exemption.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE "IMPORTANT TAX INFORMATION" ABOVE)
PAYER'S NAME: THE FIRST NATIONAL BANK OF CHICAGO
PART 1--PLEASE PROVIDE YOUR TIN:__________________
TIN IN THE BOX AT RIGHT AND Social Security
CERTIFY BY SIGNING AND Number or
SUBSTITUTE DATING BELOW. Employee
Identification Number
--------------------------------------------------------
FORM W-9 PART 2--CERTIFICATION--Under PART 3
penalties of perjury, I certify
that:
DEPARTMENT OF THE (1) The number shown on this form Awaiting TIN [_]
TREASURY is my correct Taxpayer
INTERNAL REVENUE Identification Number (or I am
SERVICE waiting for a number to be
issued to me) and
PAYER'S REQUEST FOR (2) I am not subject to backup
TAXPAYER withholding because (i) I am
IDENTIFICATION exempt from backup
NUMBER (TIN) withholding, (ii) 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 (iii) the IRS
has notified me that I am no
longer subject to backup
withholding.
--------------------------------------------------------
Certificate 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
stating that you are no longer subject to backup
withholding, do not cross out such item (2).
SIGNATURE ___________________________________________
DATE_________________________________________________
NAME_________________________________________________
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT
TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
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 (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments made to me on account of the Notes due
2008 shall be retained until I provide a taxpayer identification number to
the Exchange Agent and that, if I do not provide my taxpayer identification
number within 60 days, such retained amounts shall be remitted to the
Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a taxpayer identification number.
----------------------------------- -----------------------------------
Signature(s) Date
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A COPY HEREOF (TOGETHER WITH THE
CERTIFICATES FOR PRIVATE NOTES DUE 2008 (IF APPLICABLE) AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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