EXHIBIT 99.1
LETTER OF TRANSMITTAL
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________
__, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
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RIVER HOLDING CORP.
LETTER OF TRANSMITTAL
11 1/2% SENIOR EXCHANGEABLE PIK PREFERRED STOCK DUE 2010
To: U.S. Trust Company of New York, The Exchange Agent
By Registered or Certified Mail: By Overnight Courier and By Hand after 4:30 p.m.:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 843 Cooper Station 770 Broadway, 13th Floor
New York, New York 10276 New York, New York 10003
Attention: Corporate Trust Services
By Hand before 4:30 p.m.: By Facsimile:
United States Trust Company of New York (212) 780-0592
111 Broadway Attention: Customer Service
New York, New York 10006
Attention: Lower Level Confirm by telephone:
Corporate Trust Window (800) 548-6565
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
accompanying this Letter of Transmittal should be read carefully before this
Letter of Transmittal is completed.
The undersigned acknowledges that he or she has received the
Prospectus dated June __, 1998, (the "Prospectus") of River Holding Corp. (the
"Company") and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
11 1/2% Series B Senior Exchangeable PIK Preferred Stock due 2010 (the "Exchange
Preferred Stock") which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for its outstanding 11 1/2% Senior Exchangeable PIK
Preferred Stock (the "Preferred Stock"), of which 300,000 shares are
outstanding. Other capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
The Letter of Transmittal is to be used by Holders of Preferred Stock
(i) if certificates representing the Preferred Stock are to be physically
delivered herewith; or (ii) if tender of Preferred Stock is to be made by book-
entry transfer to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the Prospectus under "The
Exchange Offer - Procedures for Tendering" by any financial institution that is
a participant in DTC and whose name appears on a security position listing as
the owner of Preferred Stock; or (iii) if tender of Preferred Stock is to be
made according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer -Guaranteed Delivery Procedures." Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person
(i) in whose name Preferred Stock is registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered holder; or (ii) whose Preferred Stock is held of record by DTC who
desires to deliver such Preferred Stock by book-entry transfer at DTC. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer. Holders who wish to tender their Preferred Stock must complete this
letter in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
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DESCRIPTION OF 11 1/2% SENIOR EXCHANGEABLE PIK PREFERRED STOCK
("PREFERRED STOCK"):
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NAME(S) AND ADDRESS(ES) OF NUMBER OF SHARES REPRESENTED BY CERTIFICATE(S) NUMBER OF SHARES TENDERED*
REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK)
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________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Total
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* Unless indicated in the column labeled "Number of Shares Tendered," any tendering Holder of Preferred Stock
will be deemed to have tendered the entire number of shares represented by the column labeled "Number of
Shares Represented by Certificate(s)."
If the space provided above is inadequate, list the number of shares on a separate signed schedule and affix
the list to this Letter of Transmittal.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) (SEE EXCHANGE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Preferred To be completed ONLY if certificates for shares of
Stock not tendered or not accepted for exchange, or Preferred Stock not tendered or not accepted for
Exchange Preferred Stock issued in exchange for exchange, or shares of Exchange Preferred Stock
Preferred Stock accepted for exchange, are to be issued in exchange for Preferred Stock accepted for
issued in the name of someone other than the exchange, are to be sent to someone other than the
undersigned, or if the shares of Preferred Stock undersigned, or to the undersigned at an address
tendered by book-entry transfer that are not accepted other than that shown above.
for exchange are to be credited to an account
maintained by DTC.
MAIL TO:
ISSUE CERTIFICATE(S) TO:
Name_____________________________________
Name_____________________________________ (Please Print)
(Please Print)
Address___________________________________
Address___________________________________
__________________________________________
__________________________________________ (Include Zip Code)
(Include Zip Code) __________________________________________
__________________________________________ (Tax Identification or Social Security No.)
(Tax Identification or Social Security No.)
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[_] CHECK HERE IF TENDERED PREFERRED STOCK IS BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: __________________________________
DTC Book-Entry Account No. __________________________________
Transaction Code No. __________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER.
Name: __________________________________
Address: __________________________________
__________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND ANY OF THE PREFERRED STOCK YOU
ARE TENDERING WAS ACQUIRED DIRECTLY FROM THE COMPANY.
Number of Shares of Tendered Preferred Stock
Acquired from the Company: ________________________
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LADIES AND GENTLEMEN:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the shares of Preferred Stock indicated above.
Subject to and effective upon the acceptance for exchange of the shares of
Preferred Stock tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to the Preferred Stock 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 Preferred Stock
with full power of substitution to (i) deliver certificates for such Preferred
Stock to the Company, or transfer ownership of such Preferred Stock on the
account books maintained by DTC, and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company; and (ii)
present such Preferred Stock for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Preferred Stock, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Preferred Stock
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim, when the same are acquired by the Company.
THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK
ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED
IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE
PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY
SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE
DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR
ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE
SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Preferred Stock.
If the undersigned is a broker-dealer that will receive Exchange Preferred
Stock, it represents that, except to the extent indicated at the bottom of the
preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock
was acquired as a result of market-making activities or other trading activities
and not acquired directly from the Company, and it acknowledges that it will
deliver a prospectus in connection with any resale of such Exchange Preferred
Stock; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT
ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF
EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS
ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Exchange Agent or the Company
to be necessary or desirable to complete the assignment, transfer and purchase
of the Preferred Stock tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Preferred Stock when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If any tendered Preferred Stock is not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
Preferred Stock will be returned (except as noted below with respect to tenders
through DTC), without expense, to the undersigned at the address shown below or
at a different address as may be indicated herein under "Special Payment
Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Preferred Stock pursuant to the
procedures described under the caption "The Exchange Offer - Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the certificates representing the Exchange Preferred Stock issued in
exchange for the Preferred Stock accepted for exchange and return any Preferred
Stock not tendered or not exchanged, in the name(s) of the undersigned (or in
either such event in the case of Preferred Stock tendered by DTC, by credit to
the undersigned's account at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please send the certificates representing the
Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for
exchange and any certificates for Preferred Stock not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s), unless, in either event, tender is
being made through DTC. In the event that both "Special Payment Instructions"
and
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"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Preferred Stock issued in exchange for the Preferred
Stock accepted for exchange and return any Preferred Stock not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Payment Instructions" and "Special Delivery
Instructions" to transfer any Preferred Stock from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the
Preferred Stock so tendered.
Holders of Preferred Stock who wish to tender their Preferred Stock and (i)
whose Preferred Stock is not immediately available, or (ii) who cannot deliver
their Preferred Stock, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent, or cannot complete the procedure for
book-entry transfer, prior to the Expiration Date, may tender their Preferred
Stock according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures." See Instruction 1 regarding the completion of the Letter of
Transmittal printed below.
PLEASE SIGN HERE WHETHER OR NOT
PREFERRED STOCK IS BEING PHYSICALLY TENDERED HEREBY
X
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Date
X
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Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number:
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The above lines must be signed by the registered holder(s) of
Preferred Stock as their name(s) appear(s) on the Preferred Stock or, if the
Preferred Stock is tendered by a participant in DTC, as such participant's name
appears on a security position listing as the owner of the Preferred Stock, or
by person(s) authorized to become registered holder(s) by a properly completed
bond power from the registered holder(s), a copy of which must be transmitted
with this Letter of Transmittal. If Preferred Stock to which this Letter of
Transmittal relates is held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 4 regarding the completion of
this Letter of Transmittal printed below.
Names(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
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(Authorized Signature)
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(Name of Firm)
Dated: , 1998
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4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PREFERRED STOCK. The
tendered Preferred Stock (or a confirmation of a book-entry transfer into the
Exchange Agent's account at DTC of all Preferred Stock delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date. The method of delivery of the tendered Preferred Stock, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that the Holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal or Preferred Stock
should be sent to the Company.
Holders who wish to tender their Preferred Stock and (i) whose Preferred
Stock is not immediately available; or (ii) who cannot deliver their Preferred
Stock, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent, or cannot complete the procedure for book-entry transfer, prior
to 5:00 P.M., New York City time, on the Expiration Date must tender their
Preferred Stock according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States or an institution
which falls within the definition of "Eligible Guarantor Institution" contained
in Regulation 17Ad-15 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, which is a member of one
of the following recognized signature guarantee programs: (A) the Securities
Transfer Agents Medallion Program (STAMP), (B) the New York Stock Exchange
Medallion Signature Program (MSP) or (C) the Stock Exchange Medallion Program
(SEMP) (each, an "Eligible Institution"); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Preferred Stock and the principal amount of Preferred Stock
tendered, stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with the
certificate(s) representing the Preferred Stock (or a confirmation of electronic
delivery of book-entry delivery into the Exchange Agent's account at DTC) and
any other required documents will be deposited by the Eligible Institution with
the Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Preferred Stock in proper form for transfer (or a confirmation of electronic
delivery of book-entry delivery into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the Expiration Date, all as provided in the Prospectus under the
caption "Exchange Offer - Guaranteed Delivery Procedures." Any Holder of
Preferred Stock who wishes to tender his or her Preferred Stock pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York
City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to Holders who wish to tender their
Preferred Stock according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Preferred Stock and withdrawal of tendered
Preferred Stock 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 Preferred Stock not properly tendered or any
Preferred Stock the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the right to
waive any defects or irregularities or conditions of tender as to the Exchange
Offer and/or particular Preferred Stock. 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 Preferred
Stock 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
Preferred Stock, nor shall any of them incur any liability for failure to give
such notification. Tenders of Preferred Stock will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any
Preferred Stock received by the Exchange
5
Agent that is 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 of Preferred Stock, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
2. TENDER BY HOLDER. Only a Holder of Preferred Stock may tender such
Preferred Stock in the Exchange Offer. Any beneficial holder of Preferred Stock
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this Letter of Transmittal on his
or her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Preferred Stock, either make appropriate
arrangements to register ownership of the Preferred Stock in such Holder's name
or obtain a properly completed bond power from the registered holder.
3. PARTIAL TENDERS. If less than the entire number of shares on any
certificate representing Preferred Stock is tendered, the tendering Holder
should fill in the number of shares tendered in the third column of the box
entitled "Description of 11 1/2% Senior Exchangeable PIK Preferred Stock due
2010 (the "Preferred Stock") above. The number of shares of Preferred Stock
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire number of shares on any certificate
representing Preferred Stock is not tendered, then Preferred Stock not tendered
and a certificate or certificates representing Exchange Preferred Stock issued
in exchange for any Preferred Stock accepted will be sent to the Holder at his
or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, promptly after the Preferred
Stock are accepted for exchange.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the record Holder(s) of the Preferred Stock tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Preferred Stock or, if the Preferred Stock is tendered by a participant in DTC,
as such participant's name appears on a security position listing as the owner
of the Preferred Stock, without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Preferred Stock tendered and the certificate or
certificates for Exchange Preferred Stock issued in exchange therefor are to be
issued (or any untendered principal amount of Preferred Stock is to be reissued)
to the registered Holder, the said Holder need not and should not endorse any
tendered Preferred Stock, nor provide a separate bond power. In any other case,
such Holder must either properly endorse the Preferred Stock tendered or
transmit a properly completed separate bond power with this Letter of
Transmittal, with the signatures on the endorsement or bond power guaranteed by
an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Preferred Stock listed, such
Preferred Stock must be endorsed or accompanied by appropriate bond powers
signed as the name of the registered Holder or Holders appears on the Preferred
Stock.
If this Letter of Transmittal (or facsimile hereof) or any Preferred Stock
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact or officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Preferred Stock or signatures on bond powers required by
this Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Preferred
Stock tendered herewith and such Holder(s) have not completed the box set forth
herein entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions;" or (ii) such Preferred Stock are tendered for the
account of an Eligible Institution.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Preferred Stock or substitute certificates for shares of Preferred Stock not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal (or
in the case of tender of Preferred Stock through DTC, if different from DTC).
In the case of issuance in a different name, the taxpayer identification or
social security number of the person named must also be indicated.
6
6. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
Holder whose offered Preferred Stock is accepted for exchange must provide the
Company (as payor) with his, her or its correct Taxpayer Identification Number
("TIN"), which, in the case of an exchanging Holder who is an individual, is his
or her social security number. If the Company is not provided with the correct
TIN or an adequate basis for exemption, such Holder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
delivery to such Holder of Exchange Preferred Stock may be subject to backup
withholding in an amount equal to 31% of the gross proceeds resulting from the
Exchange Offer. If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS by the Holder. Exempt Holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. See instructions to the
enclosed Form W-9.
To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Form W-9 enclosed herewith, certifying that
the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i)
the Holder is exempt from backup withholding; (ii) the Holder has not been
notified by the IRS that he, she or it is subject to backup withholding as a
result of a failure to report all interest or dividends; or (iii) the IRS has
notified the Holder that he, she or it is no longer subject to backup
withholding. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such Holder must submit a statement signed
under penalty of perjury attesting to such exempt status. Such statements may
be obtained from the Exchange Agent. If the Preferred Stock are in more than
one name or are not in the name of the actual owner, consult the Form W-9 for
information on which TIN to report. If you do not provide your TIN to the
Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Preferred Stock pursuant to the Exchange Offer.
If, however, certificates representing Exchange Preferred Stock or Preferred
Stock for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered Holder of the Preferred Stock tendered hereby, or if
tendered Preferred Stock are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Preferred Stock pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Preferred Stock listed in this Letter
of Transmittal.
8. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Preferred Stock tendered.
9. MUTILATED, LOST, STOLEN OR DESTROYED PREFERRED STOCK. Any tendering
Holder whose Preferred Stock has been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
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CERTIFICATE SHARES OF SHARES OF
SURRENDERED PREFERRED STOCK PREFERRED STOCK
TENDERED ACCEPTED
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Delivery Prepared by____________________ Checked By____________ Date__________
7
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Name (If joint names, see attached guidelines)
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Business name (Sole proprietors, see attached guidelines)
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Please check appropriate box: [_] Individual/Sole Proprietor [_] Corporation
[_] Partnership [_] Other
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Address (number, street, and apt. or suite no.)
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City, state, and ZIP code
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SUBSTITUTE PART I -- TAXPAYER IDENTIFICATION NO. PART II -- FOR PAYEES
EXEMPT FROM BACKUP
Form W-9 WITHHOLDING
Department of the Treasury Enter your taxpayer (SEE ENCLOSED
Internal Revenue Service identification number in the GUIDELINES)
appropriate box. For most
individuals, this is your social ------------------------
Payer's Request for Taxpayer security number. If you do not Social Security Number
Identification Number (TIN) have a number, see How to
Obtain a "TIN" in the enclosed
Guidelines.
Note: If the account is more ------------------------
than one name, see the chart in Employer Identification
enclosed Guidelines to Number
determine what number to give.
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PART III -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions. -- You must cross out item (2) above if you have been notified by the IRS that you are subject
to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are subject to backup withholding, you received another notification from the IRS that you
are no longer subject to backup withholding, do not cross out item (2).
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SIGNATURE DATE , 1998
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
8
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you are
required to withhold and pay to IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by IRS that you are subject to backup withholding because
you failed to report all your interest and dividends on your tax return (for
interest and dividend accounts only), or
(4) You fail to certify to the requester that you are not subject to backup
withholding under (3) above (for interest and dividend accounts opened after
1983 only), or
(5) You fail to certify your TIN. This applies only to interest, dividend,
broker or barter exchange accounts opened after 1983, or broker accounts
considered inactive in 1983.
For other payments, you are subject to backup withholding only if (1) or (2)
above applies.
Certain Payees and payments are exempt from backup withholding and information
reporting. See payees and Payments Exempt From Backup Withholding, below, and
Exempt Payees and Payments under Specific Instructions below if you are an
exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. -- The following is a list
of payees exempt from backup withholding and for which no information reporting
is required. For interest and dividends, all listed payees are exempt except
item (9). For broker transactions, payees listed in (1) through (13), and a
person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except that a corporation that provides
medical and health care services or bills and collects payments for such
services is not exempt from backup withholding or information reporting. Only
payees described in items (2) through (6) are exempt from backup withholding for
barter exchange transactions, patronage dividends, and payments by certain
fishing boat operators.
11. A corporation.
12. An organization exempt from tax under section 501(a), or an individual
retirement plan (IRA), or a custodial account under 403(b)(7).
13. The United States or any of its agencies or instrumentalities.
14. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
15. A foreign government or any of its political subdivisions, agencies or
instrumentalities.
16. An international organization or any of its agencies or
instrumentalities.
17. A foreign central bank of issue.
18. A dealer in securities or commodities required to register in the U.S. or
a possession of the U.S.
19. A futures commission merchant registered with the Commodity Futures
Trading Commission.
20. A real estate investment trust.
21. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
22. A common trust fund operated by a bank under section 584(a).
23. A financial institution.
24. A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate Securities,
Inc., Nominee List.
25. A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
that have at least one nonresident partner.
Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A, and 6050N, and the regulations under such sections.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your TIN to a requester, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal laws, the requester may be subject to civil and criminal penalties.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, generally provide the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name and both the last name shown on
your social security card and your new last name.
SIGNING THE CERTIFICATION. --
(1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS THAT WERE CONSIDERED ACTIVE DURING 1983. -- You are not required
to sign the certification; however, you may do so. You are required to provide
your correct TIN.
(2) INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS THAT WERE CONSIDERED INACTIVE DURING 1983. -- You must sign
the certification or backup withholding will apply. If you are subject to
backup withholding and you are merely providing your correct TIN to the
requester, you must cross out item (2) in the certification before signing the
form.
(3) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requestor's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(4) EXEMPT PAYEES AND PAYMENTS -- If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, sign
and date the form. If you are a nonresident alien or foreign entity not subject
to backup withholding, give the requester a completed FORM W-8, Certificate of
Foreign Status.
(5) TIN "APPLIED FOR." -- Follow the instructions under How To Obtain a TIN, on
page 1, sign and date this form.
SIGNATURE.-- For a joint account, only the person whose TIN is shown in Part I
should sign the form.
PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct
taxpayer identification number (TIN) to persons who must file information
returns with IRS to report interest, dividends, and certain other income paid to
you, mortgage interest you paid, the acquisition or abandonment of secured
property, or contributions you made to an individual retirement arrangement
(IRA). IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 20% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. -
- - Social Security numbers have nine digits separated by two hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the payer.
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GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF --
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1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals (1)
3. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee (1)
account (grantor is also trustee)
b. So-called trust account that is not The actual owner (1)
a legal or valid trust under State
law
5. Sole proprietorship account The owner (3)
6. Sole Proprietorship The owner (3)
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GIVE THE
FOR THIS TYPE OF ACCOUNT: EMPLOYER
IDENTIFICATION
NUMBER OF --
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7. A valid trust, estate, or pension The legal entity (5)
trust
8. Corporate account The corporation
9. Association, club, religious, The organization
charitable, educational or other tax-
exempt organization account
10. Partnership account held in the The partnership
name of the business
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison) that receives agricultural
program payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(5) List first and circle the name of the valid trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.