EXHIBIT 99.1
Letter of Transmittal
The IT Group, Inc.
OFFER TO EXCHANGE ITS 11 1/4% SERIES B SENIOR SUBORDINATED NOTES
DUE 2009 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 FOR ANY AND ALL OF ITS OUTSTANDING 11 1/4% SERIES A
SENIOR SUBORDINATED NOTES DUE 2009 WHICH WERE ISSUED IN A
PRIVATE PLACEMENT
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST , 1999, OR SUCH LATER DATE AND TIME TO WHICH IT IS EXTENDED. TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Hand or Overnight Delivery: Facsimile Transmissions: By Registered or Certified Mail:
(Eligible Institutions Only)
The Bank of New York Attention: Diane Amoroso The Bank of New York
101 Barclay Street (212) 815-6339 101 Barclay Street, 7E
Corporate Trust Services Window New York, New York 10286
Ground Level To Confirm By Telephone or for Attention: Diane Amoroso
New York, New York 10286 Information Call: Reorganization Section
Attention: Diane Amoroso
Reorganization Section (212) 815-3750
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
The undersigned acknowledges that he or she has received the Prospectus,
dated July , 1999 (the "Prospectus"), of The IT Group, Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount at maturity of up to $225,000,000 of the Company's 11 1/4%
Series B Senior Subordinated Notes due 2009 (the "Series B Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount at maturity of the Company's issued and
outstanding 11 1/4% Series A Senior Subordinated Notes due 2009 (the "Series A
Notes") from the holders thereof.
This Letter of Transmittal is to be completed by holders of Series A Notes
either if (a) certificate(s) are to be forwarded herewith or (b) tenders are
to be made by book-entry transfer to an account maintained by The Bank of New
York (the "Exchange Agent") at The Depository Trust Company (the "Book-Entry
Transfer Facility" or "DTC") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
Holders of Series A Notes whose certificates (the "Certificates") for such
Series A Notes are not immediately available or who cannot deliver their
Certificates and all other required documents to the Exchange Agent on or
prior to the Expiration Date, must tender their Series A Notes according to
the guaranteed delivery procedures set forth in "The Exchange Offer--
Guaranteed Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
DESCRIPTION OF SECURITIES TENDERED
Principal amount
Name and address of registered holder as Certificate number(s) of of Series A Notes
it appears on the Series A Notes Series A Notes transmitted* transmitted
- -----------------------------------------------------------------------------------------------------
---------------------------------------- -------------------------------------- -----------------
---------------------------------------- -------------------------------------- -----------------
---------------------------------------- -------------------------------------- -----------------
---------------------------------------- -------------------------------------- -----------------
---------------------------------------- -------------------------------------- -----------------
* Need not be completed if Series A Notes are being tendered by book-entry
Holders.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY, AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT, AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s): ______________________________________________
Window Ticket Number: ______________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer: _______________
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED SERIES A
NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER SET FORTH ABOVE.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE SERIES A NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF
THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
2
Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the above-described principal
amount of the Company's privately placed 11 1/4% Series A Senior Subordinated
Notes Due 2009 (the "Series A Notes") for a like principal amount of the
Company's 11 1/4% Series B Senior Subordinated Notes Due 2009 (the "Series B
Notes"), upon the terms and subject to the conditions set forth in the
Prospectus, dated July , 1999 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal.
2. The undersigned hereby acknowledges and agrees that the Series B Notes
will bear interest from and including April 9, 1999, the date of issuance of
the Series A Notes. Accordingly, the undersigned will forego accrued but
unpaid interest on his, her or its Series A Notes that are exchanged for
Series B Notes for the period from and including April 9, 1999 to the date of
exchange but will be entitled to receive such interest under the Series B
Notes.
3. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its agent and attorney-in-fact (with full knowledge that the Exchange
Agent is also acting as the agent of the Company in connection with the
Exchange Offer) with respect to the tendered Series A Notes, with full power
of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) subject only to the right of withdrawal
described in the Prospectus, (a) to deliver Certificates for Series A Notes to
the Exchange Agent together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company, upon receipt by the
Exchange Agent, as the undersigned's agent, of the Series B Notes to be issued
in exchange for such Series A Notes, and (b) to present Certificates for such
Series A Notes for transfer and (c) to transfer the Series A Notes on the
books of the Exchange Agent.
4. The undersigned hereby represents and warrants that he, she or it has
full authority to tender the Series A Notes described above. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Series A
Notes.
5. If any tendered Series A Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more
Series A Notes than are tendered or accepted for exchange, Certificates for
such non-exchanged or non-tendered Series A Notes will be returned (or, in the
case of Series A Notes tendered by book-entry transfer, such Series A Notes
will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.
6. The undersigned understands that the tender of the Series A Notes
pursuant to any of the procedures set forth in the Prospectus will constitute
an agreement between the undersigned and the Company as to the terms and
conditions set forth in the Prospectus. The undersigned recognizes that, under
certain circumstances set forth in the Prospectus, the Company may not be
required to accept for exchange any of the Series A Notes tendered hereby.
7. With respect to resales of the Series B Notes, based on certain
interpretive letters issued by the staff of the Commission to third parties,
the Company believes that a holder of Notes who exchanged Series A Notes for
Notes in the ordinary course of business and who is not participating, does
not intend to participate, and has no arrangement or understanding with any
person to participate, in a distribution of the Series B Notes, will be
allowed to resell the Series B Notes to the public without further
registration under the Securities Act and without delivering to the purchasers
of the Series B Notes a prospectus that satisfies the requirements of the
Securities Act, except for: (a) a broker-dealer who purchases Notes directly
from the Company to resell pursuant to Rule 144A or any other available
exemption under the Securities Act, or (b) a person who is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act.
8. If the undersigned is a broker-dealer, (a) it hereby represents and
warrants that it acquired the Series A Notes for its own account as a result
of market-making activities or other trading activities and (b) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
any resale of the Series B Notes received hereby. The acknowledgment contained
in the foregoing sentence shall not be deemed an admission that the
undersigned is an "underwriter" within the meaning of the Securities Act. If
any other holder is deemed to be an underwriter within the meaning of the
Securities Act or acquires Notes in this Exchange Offer for the purpose of
distributing or participating in a distribution of Notes, such holder must
comply with the registration
3
and prospectus delivery requirements of the Securities Act in connection with
a secondary resale transaction, unless an exemption from registration is
otherwise available. The Company has agreed that for a period of 180 days from
the expiration date, they will make the prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.
9. The Company has not retained any dealer-manager or similar agent in
connection with this Exchange Offer and will not make any payments to brokers,
dealers or others for soliciting acceptances of this Exchange Offer. The
Company, however, will pay reasonable and customary fees and reasonable out-
of-pocket expenses to the Exchange Agent in connection with the solicitation
of acceptances. The Company will also pay the cash expenses incurred in
connection with this Exchange Offer, including accounting, legal, printing and
related fees and expenses.
10. The Series B Notes will be recorded at the same carrying value as the
Series A Notes, as reflected in the Company's accounting records on the date
of the exchange. Accordingly, no gain or loss for accounting purposes will be
recognized. The Company's expenses from this Exchange Offer will be
capitalized for accounting purposes.
11. Any obligation of the undersigned hereunder shall be binding upon its
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives.
4
SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the Series B Notes are to be issued in the name of
someone other than the undersigned or are to be sent to someone other than the
undersigned or to the undersigned at an address other than that provided
above.
Issue to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(Include Zip Code)
Mail to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
______________________________________________________________________
(Include Zip Code)
SIGNATURE
_______________________________________________________________________________
(Name of Registered Holder)
By: _________________________________________
Name:
Title:
Date: _______________________________________
(Must be signed by registered holder exactly as name appears on the Series A
Notes. 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, please set forth full title. See
Instruction 3.)
Address: ____________________________________
________________________________________
Telephone No.: ______________________________
Taxpayer Identification No.: __________________________________________________
Signature Guaranteed By: ______________________________________________________
(See Instruction 1)
Title: ______________________________________
Name of Institution: ________________________
Address: ____________________________________
Date: _______________________________________
PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS LETTER OF
TRANSMITTAL.
5
INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office in the United States which
is a member of a recognized Medallion Signature Program approved by the
Securities Transfer Association, Inc. (an "Eligible Institution") unless (a)
the "Special Issuance and Delivery Instructions" above have not been completed
or (b) the Series A Notes described above are tendered for the account of an
Eligible Institution.
2. Delivery of Letter of Transmittal and Series A Notes. This Letter of
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 Offer--Procedures for
Tendering--Book-Entry Transfer" in the Prospectus. Certificates, or timely
confirmation of a book-entry transfer of such Series A Notes into the Exchange
Agent's account at DTC, as well as this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, together with 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.
The method of delivery of Series A Notes and other documents is at the
election and risk of the respective holder. If delivery is by mail, registered
mail (with return receipt), properly insured, is suggested.
3. Guaranteed Delivery Procedures. Registered holders who wish to tender
their Series A Notes and (a) whose Series A Notes are not immediately
available or (b) who cannot deliver their Series A Notes, the Letter of
Transmittal and any other required documents to the Exchange Agent prior to
the Expiration Date, may effect a tender if:
(i) The tender is made through an Eligible Institution;
(ii) Prior to the Expiration Date, the Exchange Agent receives from such
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 registered holder of the Series A
Notes, the certificate number(s) of such Series A Note(s) and the principal
amount of Series A Notes tendered, stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange trading
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the certificate(s) representing the Series A Notes
and any other documents required by the Letter of Transmittal, will be
deposited by the Eligible Institution with the Exchange Agent; and
(iii) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Series A Notes in proper form for transfer, or a book-entry confirmation,
as the case may be, and all other documents required by the Letter of
Transmittal are received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Series A Notes according
to the guaranteed delivery procedures set forth above.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Series A Notes
to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity Identified in Rule 17Ad-15 under the Exchange Act
as an "eligible guarantor institution," including (as such terms are defined
therein) (a) a bank; (b) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (c) credit union; (d) a
national securities exchange, registered securities association or clearing
agency; or (e) a savings association that is a participant in a Securities
Transfer Association.
4. Inadequate Space. If the space provided in the box captioned
"Description of Securities Tendered" is inadequate, the Certificate number(s)
and the principal amount of Series A Notes and any other required information
should be listed on a separate signed schedule which is attached to this
Letter of Transmittal.
6
5. Partial Tenders and Withdrawal Rights. Tenders of Series A Notes will be
accepted only in the principal amount of $1,000 (one (1) Note) and integral
multiples of $1,000 in excess thereof, provided that if any Series A Notes are
tendered for exchange in part, the untendered principal amount thereof must be
$1,000 (one (1) Note) or any integral multiple of $1,000 in excess thereof. If
less than all the Series A Notes evidenced by any Certificate submitted are to
be tendered, fill in the principal amount of Series A Notes which are to be
rendered in the box entitled "Liquidation Amount of Series A Notes Tendered
(if less than all)." In such case, new Certificate(s) for the remainder of the
Series A Notes that were evidenced by your old Certificate(s) will only be
sent to the holder of the Series A Notes, promptly after the Expiration Date.
All Series A Notes represented by Certificates delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Series A Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth above or in
the Prospectus on or prior to the Expiration Date. Any such notice of
withdrawal must specify the name of the person who tendered the Series A Notes
to be withdrawn, identify the Series A Notes to be withdrawn, including the
aggregate principal amount of Series A Notes to be withdrawn, and (if
Certificates for Series A Notes have been tendered) the name of the registered
holder of the Series A Notes as set forth on the Certificate for the Series A
Notes, if different from that of the person who tendered such Series A Notes.
If Certificates for the Series A Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
Certificates for the Series A Notes, the tendering holder must submit the
serial numbers shown on the particular Certificates for the Series A Notes to
be withdrawn and the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution, except in the case of Series A Notes tendered for
the account of an Eligible Institution. If Series A Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under "The Exchange Offer--Procedures for Tendering--Book-Entry Transfer," the
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawal of Series A Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. The Company will determine all
questions as to the validity, form and eligibility (including time of receipt)
of such notices which determination shall be final and binding on all parties.
Any Series A Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of this Exchange Offer. Any Series A Notes
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 Series A Notes tendered by book-entry transfer into the
Exchange Agent's account at DTC pursuant to the book-entry transfer procedures
set forth in the Prospectus under "The Exchange Offer--Procedures for
Tendering--Book-Entry Transfer," such Series A Notes will be credited to an
account maintained with DTC for the Series A Notes, as soon as practicable
after withdrawal, rejection of tender or termination of this exchange offer.
Withdrawals of tenders of Series A Notes may not be rescinded. Series A Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to
the Expiration Date by following any of the procedures described In the
Prospectus under "The Exchange Offer--Procedures for Tendering."
The Company's acceptance of Series A Notes tendered for exchange pursuant to
this Exchange Offer constitutes a binding agreement between the tendering
person and us upon the terms and subject to the conditions of this Exchange
Offer.
6. Signatures on Letter of Transmittal, Bond Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Series
A Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever.
If any tendered Series A Notes are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of Certificates.
If any of the Series A Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
7
If this Letter of Transmittal is signed by a person other than a registered
holder of any Series A Notes, such Series A 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 on the Series A
Notes.
If this Letter of Transmittal or any Series A Notes or bond power is signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such person 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.
When this Letter of Transmittal is signed by the registered owner(s) of the
Series A Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Notes
are to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
7. Exchange of Series A Notes Only. Only the above-described Series A Notes
may be exchanged for Notes pursuant to the Exchange Offer.
8. Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Series A
Notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all tenders
that are not in proper form or the acceptance of which would, in the opinion
of counsel for the Company, be unlawful. The Company also reserves the right
to waive any irregularities or conditions of tender as to particular Series A
Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding. Unless waived, any irregularities in connection with
tenders or consents must be cured within such time as the Company shall
determine. Neither the Company nor the Exchange Agent shall be under any duty
to give notification of defects in such tenders or shall incur liabilities for
failure to give such notification. Tenders of Series A Notes will not be
deemed to have been made until such irregularities have been cured or waived.
Any Series A Notes received by the Exchange Agent that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering holder thereof, as soon as
practicable following the expiration date.
9. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery amid
the Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, or other nominee.
8
IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Noteholder whose tendered
Series A Notes are accepted for payment generally is required to provide the
Exchange Agent (as agent for the payer) with his or her correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If such Old
Noteholder is an individual, the TIN is his or her social security number. If
the Exchange Agent is not provided with the correct TIN, the Old Noteholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such Old Noteholders with respect to the
Series B Notes exchanged pursuant to the Offer may be subject to 31% backup
withholding.
Certain Old Noteholders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding
and reporting requirements. Exempt Old Noteholders should indicate their
exempt status on Substitute Form W-9. In order for a foreign individual to
qualify as an exempt recipient, that Old Noteholder must submit a properly
completed Internal Revenue Service Form W-8, signed under penalties of
perjury, attesting to his or her exempt status. Such statements can be
obtained from the Exchange Agent. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the Old Noteholder. Backup withholding is not
an additional tax. Rather, the 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.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to an Old Noteholder
with respect to Series A Notes exchanged pursuant to the Offer, each Old
Noteholder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the Substitute Form W-9 below certifying the TIN provided on
such form is correct (or that such Old Noteholder is awaiting a TIN) and that
(1) the Old Noteholder has not been notified by the Internal Revenue Service
that he, she or it is subject to backup withholding as a result of a failure
to report all interest or dividends or (2) the Internal Revenue Service has
notified the Old Noteholder that he, she or it is no longer subject to backup
withholding.
What Number to Give the Exchange Agent
The Old Noteholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the
Series A Notes. If the Series A Notes are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidelines on which number to report.
9
PAYER'S NAME: THE BANK OF NEW YORK AS AGENT
PART 1--PLEASE PROVIDE Social Security Number
SUBSTITUTE YOUR TIN IN THE BOX AT or Employer
Form W-9 RIGHT AND CERTIFY BY Identification Number:
SIGNING AND DATING BELOW
Department of the
Treasury Internal -----------------------
Revenue Service
-------------------------------------------------------
Payer's Request for
Taxpayer Identification PART 2--Certification--Under penalties of perjury, I
Number "TIN" 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, (b) I
have not been notified by the Internal Revenue
Service (the "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.
(3) Any other information provided on this form is
true and correct.
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 under-reporting 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).
-------------------------------------------------------
PART 3
SIGNATURE: ___________________ DATE: ______ Awaiting
TIN [_]
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER, PLEASE REVIEW THE
ENCLOSED "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 TAX 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 within
sixty days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
- ------------------------------------------------ ------------------------------------------------
Signature Date
10