EXHIBIT 99.1
Letter Of Transmittal
To Tender for Exchange
12% Senior Subordinated Notes Due 2005
of
HDA PARTS SYSTEM, INC.
Pursuant to the Prospectus dated November , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
AT ANY TIME PRIOR THE EXPIRATION DATE.
The Exchange Agent is:
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
By Registered or Certified Mail: By Hand Delivery:
c/o United States Trust Company c/o United States Trust Company
of New York of New York
P.O. Box 841 Peter Cooper Station 111 Broadway, Lower Level
New York, New York 10276-0841 New York, New York 10006-1906
Attn: Corporate Trust Operations Attn: Corporate Trust Operations
By Overnight Delivery: By Facsimile:
c/o United States Trust Company 212-420-6211
of New York Attn: Customer Service
770 Broadway, 13th Floor
New York, New York 10003 Confirm by Telephone:
Attn: Corporate Trust Operations 800-225-2398
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated November ,
1999 (the "Prospectus"), of HDA Parts System, Inc., an Alabama corporation
(the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together with the Prospectus constitutes the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 12% Senior
Subordinated Notes due 2005 (the "Exchange Notes") for each $1,000 principal
amount of its outstanding 12% Senior Subordinated Notes due 2005 (the "Private
Notes"). Recipients of the Prospectus should read the requirements described
in such Prospectus with respect to eligibility to participate in the Exchange
Offer. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
The undersigned hereby tenders the Private Notes described in the box
entitled "Description of Private Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered holder of all the Private Notes (the "Holder")
and the undersigned represents that it has received from each beneficial owner
of Private Notes (the "Beneficial Owners") a duly completed and executed form
of "Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action
described in this Letter of Transmittal.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
This Letter of Transmittal is to be used by a Holder (i) if certificates
representing Private Notes are to be forwarded herewith and (ii) if a tender
is made pursuant to the guaranteed delivery procedures in the section of the
Prospectus entitled "The Exchange Offer -- Guaranteed Delivery Procedures."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP for which the Exchange
Offer will be eligible. DTC participants that are accepting the Exchange Offer
must transmit their acceptance to DTC which will verify the acceptance and
execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will
then send an agent's message forming part of a book-entry transfer in which
the participant agrees to be bound by the terms of the Letter of Transmittal
(an "Agent's Message") to the Exchange Agent for its acceptance. Transmission
of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as
to execution and delivery of a Letter of Transmittal by the participant
identified in the Agent's Message.
Any Beneficial Owner whose Private Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such Holder promptly and instruct such Holder to
tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to
tender on its own behalf, such Beneficial Owner must, prior to completing and
executing this Letter of Transmittal and delivering its Private Notes, either
make appropriate arrangements to register ownership of the Private Notes in
such Beneficial Owner's name or obtain a properly completed bond power from
the Holder. The transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a Holder must (i)
complete the box entitled "Description of Private Notes," (ii) if appropriate,
check and complete the boxes relating to book-entry transfer, guaranteed
delivery, Special Issuance Instructions and Special Delivery Instructions,
(iii) sign the Letter of Transmittal by completing the box entitled "Sign Here
To Tender Your Notes" and (iv) complete the Substitute Form W-9. Each Holder
should carefully read the detailed instructions below prior to completing the
Letter of Transmittal.
Holders of Private Notes who desire to tender their Private Notes for
exchange and (i) whose Private Notes are not immediately available or (ii) who
cannot deliver their Private Notes, this Letter of Transmittal and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date, must tender the Private Notes pursuant to the guaranteed delivery
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2.
Holders of Private Notes who wish to tender their Private Notes for exchange
must complete columns (1) through (3) in the box below entitled "Description
of Private Notes," and sign the box below entitled "Sign Here To Tender Your
Notes." If only those columns are completed, such Holder will have tendered
for exchange all Private Notes listed in column (3) below. If the Holder
wishes to tender for exchange less than all of such Private Notes, column (4)
must be completed in full. In such case, such Holder should refer to
Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all Private
Notes previously tendered and not withdrawn pursuant to the Exchange Offer
will remain subject to such Exchange Offer.
The undersigned hereby tenders for exchange the Private Notes described in
the box entitled "Description of Private Notes" below pursuant to the terms
and conditions described in the Prospectus and this Letter of Transmittal.
2
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DESCRIPTION OF PRIVATE NOTES
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(1) (2) (3) (4)
Aggregate Principal Principal Amount
Name(s) and Address(es of Registered Holder(s) Amount Represented by Tendered For
(Please fill in, if blank) Holder(s) Certificate Numbers Certificate(s)(A) Exchange (B)
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Total Principal
Amount Tendered
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(A) Unless indicated in this column, any tendering Holder will be deemed to
have tendered the entire aggregate principal amount represented by the
Private notes indicated in the column labeled "Aggregate Principal
Amount Represented by Certificate(s)." See instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Private
Notes. All other tenders must be in integral multiples of $1,000.
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3
[_]CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Window Ticket Number (if any): _______________________________________________
Name of Institution that Guaranteed Delivery: ________________________________
Only Holders are entitled to tender their Private Notes for exchange in the
Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record
owner of the Private Notes and who wishes to make book-entry delivery of
Private Notes as described above must complete and execute a participant's
letter (which will be distributed to participants by DTC) instructing DTC's
nominee to tender such Private Notes for exchange. Persons who are Beneficial
Owners of Private Notes but are not Holders and who seek to tender Private
Notes should (i) contact the Holder and instruct such Holder to tender on his
or her behalf, (ii) obtain and include with this Letter of Transmittal,
Private Notes properly endorsed for transfer by the Holder or accompanied by a
properly completed bond power from the Holder, with signatures on the
endorsement or bond power guaranteed by a firm that is an eligible guarantor
institution within the meaning of Rule 17Ad-5 under the Exchange Act,
including a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., a
commercial bank or trading company having an office in the United States or
certain other eligible guarantors (each, an "Eligible Institution"), or (iii)
effect a record transfer of such Private Notes from the Holder to such
Beneficial Owner and comply with the requirements applicable to Holders for
tendering Private Notes prior to the Expiration Date. See the section of the
Prospectus entitled "The Exchange Offer--Procedures for Tendering."
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
4
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) (See Instructions 1, 6, 7 and 8)
To be completed ONLY (i) if the To be completed ONLY (i) if the
Exchange Notes issued in exchange Exchange Notes issued in exchange
for the Private Notes, certifi- for Private Notes, certificates
cates for Private Notes in a for Private Notes in a principal
principal amount not exchanged amount not exchanged for Exchange
for Exchange Notes, or Private Notes, or Private Notes (if any)
Notes (if any) not tendered for not tendered for exchange, are to
exchange, are to be issued in the be mailed or delivered (i) to
name of someone other than the someone other than the under-
undersigned or (ii) if Private signed or (ii) to the undersigned
Notes tendered by book-entry at an address other than the ad-
transfer which are not exchanged dress shown below the
are to be returned by credit to undersigned's signature.
an account maintained at DTC.
Mail or deliver to:
Issue to:
Name: ____________________________
Name: ____________________________ (Please Type or Print)
(Please Type or Print) Address: _________________________
Address: _________________________ __________________________________
__________________________________ (Include Zip Code)
(Include Zip Code)
__________________________________ __________________________________
(Tax Identification or Social (Taxpayer Identification or
Security No.) Social Security No.)
Credit Private Notes not ex-
changed and delivered by book-en-
try transfer to DTC account set
forth below:
__________________________________
(Account Number)
5
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the Private Notes
indicated above. Subject to, and effective upon, acceptance for exchange of
the Private Notes tendered for exchange herewith, the undersigned will have
irrevocably sold, assigned, transferred and exchanged, to the Company, all
right, title and interest in, to and under all of the Private Notes tendered
for exchange hereby, and hereby will have appointed the Exchange Agent as the
true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as agent of the Company) of such Holder with respect
to such Private Notes, with full power of substitution to (i) deliver
certificates representing such Private Notes, or transfer ownership of such
Private Notes on the account books maintained by DTC (together, in any such
case, with all accompanying evidences of transfer and authenticity), to the
Company, (ii) present and deliver such Private Notes for transfer on the books
of the Company and (iii) receive all benefits and otherwise exercise all
rights and incidents of beneficial ownership with respect to such Private
Notes, 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 it has full power and
authority to tender, exchange, assign and transfer the Private Notes; and that
when such Private Notes are accepted for exchange by the Company, the Company
will acquire good and marketable title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned further warrants that it 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 exchange, assignment and transfer
of the Private Notes tendered for exchange hereby. The undersigned further
agrees that acceptance of any and all validly tendered Private Notes by the
Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement.
By tendering, the undersigned hereby further represents to the Company that
(i) the Exchange Notes to be acquired by the undersigned in exchange for the
Private Notes tendered hereby and any Beneficial Owner(s) of such Private
Notes in connection with the Exchange Offer will be acquired by the
undersigned and such Beneficial Owner(s) in the ordinary course of their
respective businesses, (ii) the undersigned is not engaged in, and does not
intend to engage in, a distribution of the Exchange Notes, (iii) the
undersigned and each Beneficial Owner acknowledge and agree that any person
who is a broker-dealer registered under the Exchange Act or is participating
in the Exchange Offer for the purpose of distributing the Exchange Notes must
comply with the registration and prospectus delivery requirements of Section
10 of the Securities Act in connection with a secondary resale transaction of
the Exchange Notes acquired by such person and cannot rely on the position of
the staff of the Commission set forth in certain no-action letters, (iv) the
undersigned and each Beneficial Owner understand that a secondary resale
transaction described in clause (iii) above and any resales of Exchange Notes
obtained by the undersigned in exchange for the Private Notes acquired by the
undersigned directly from the Company should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (v) neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined under Rule 405 under the Securities Act, of the
Company.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Private Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however,
by so acknowledging and by delivering such prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. A broker-dealer may not participate in the Exchange Offer with
respect to the Private Notes acquired other than as a result of market-making
activities or other trading activities.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Private Notes,
if, as and when the Company gives oral or written notice thereof to the
Exchange Agent. Tenders of Private Notes for exchange may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date. See "The
Exchange Offer--Withdrawal of Tenders" in the Prospectus. Any Private Notes
tendered by the undersigned and not accepted for exchange will be returned to
the undersigned at the address set forth above unless otherwise indicated in
the box above entitled "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
6
The undersigned acknowledges that the Company's acceptance of Private Notes
validly tendered for exchange pursuant to any one of the procedures described
in the section of the Prospectus entitled "The Exchange Offer" 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 in the box entitled "Special Issuance
Instructions," please return any Private Notes not tendered for exchange in
the name(s) of the undersigned. Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail any certificates for
Private Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Private Notes
accepted for exchange in the name(s) of, and return any Private Notes not
tendered for exchange or not exchanged to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Private Notes from the name of the Holder(s) thereof if the
Company does not accept for exchange any of the Private Notes so tendered for
exchange or if such transfer would not be in compliance with any transfer
restrictions applicable to such Private Note(s).
In order to validly tender Private Notes for exchange, Holders must
complete, execute, and deliver this Letter of Transmittal.
Except as stated in the Prospectus, all authority herein conferred or agreed
to be conferred shall survive the death, incapacity or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Private Notes is irrevocable.
7
SIGN HERE TO TENDER YOUR PRIVATE NOTES
____________________________________________________________________________
____________________________________________________________________________
Signature(s) of Owner(s)
Dated: _______________________________________________________________, 1999
Must be signed by the Holders(s) exactly as name(s) appear(s) on
certificate(s) representing the Private Notes or on a security position
listing or by person(s) authorized to become registered Private Note
holder(s) by certificates and documents transmitted herewith. If signature
is by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, please provide the following information. (See Instruction 6.)
Name(s): __________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Principal place of business (if different from address listed above): ______
____________________________________________________________________________
____________________________________________________________________________
Area code and Telephone No.: ( ) _________________________________________
Tax Identification or Social Security Nos.: ________________________________
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by instruction 1)
Authorized Signature: ______________________________________________________
Name and Title: ____________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
Area code and Telephone No.: _______________________________________________
Dated: _____________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL.
8
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the United States, or (3)
an Eligible Institution that 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).
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the Holder(s) of the Private Notes tendered
herewith and such Holder(s) have not completed the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) if such Private Notes are tendered for the
account of an Eligible Institution. In all other cases, all signatures must be
guaranteed by an Eligible Institution.
2. Delivery of this Letter of Transmittal and Private Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by Holders
if certificates representing Private Notes are to be forwarded herewith. All
physically delivered Private Notes, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) and any
other required documents, must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Delivery
of the documents to DTC does not constitute delivery to the Exchange Agent.
The method of delivery of Private Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder. Except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. Instead
of delivery by mail, it is recommended that Holders use an overnight or hand
delivery service, properly insured. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date.
Neither this Letter of Transmittal nor any Private Notes should be sent to the
Company. Holders may request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect the above transactions for such
Holders.
Holders of Private Notes who elect to tender Private Notes and (i) whose
Private Notes are not immediately available or (ii) who cannot deliver the
Private Notes, this Letter of Transmittal or other required documents to the
Exchange Agent prior the Expiration Date must tender their Private Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Holders may have such tender effected if:
(a) such tender is made through an Eligible Institution;
(b) prior to 5:00 p.m., New York City time, on the Expiration Date, the
Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery, setting forth
the name and address of the Holder, the certificate number(s) of such
Private Notes and the principal amount of Private Notes tendered for
exchange, stating that 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 thereof), together with the
certificate(s) representing such Private Notes (or a Book-Entry
Confirmation), in proper form for transfer, and any other documents
required by this Letter of Transmittal, will be deposited by such Eligible
Institution with the Exchange Agent; and
(c) a properly executed Letter of Transmittal (or facsimile thereof), as
well as the certificate(s) for all tendered Private Notes in proper form
for transfer or a Book-Entry Confirmation, together with any other
documents required by this Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date.
9
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
thereof), waive any right to receive notice of the acceptance of their Private
Notes for exchange.
3. Inadequate Space. If the space provided in the box entitled "Description
of Private Notes" above is inadequate, the certificate numbers and principal
amounts of the Private Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. Withdrawals. A tender of Private Notes may be withdrawn at any time prior
to the Expiration Date by delivery of written notice of withdrawal (or
facsimile thereof) to the Exchange Agent at the address set forth on the cover
of this Letter of Transmittal. To be effective, a notice of withdrawal of
Private Notes must (i) specify the name of the person who tendered the Private
Notes to be withdrawn (the "Depositor"), (ii) identify the Private Notes to be
withdrawn (including the certificate number(s) and aggregate principal amount
of such Private Notes), and (iii) be signed by the Holder in the same manner
as the original signature on the Letter of Transmittal by which such Private
Notes were tendered (including any required signature guarantees). All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company in its sole discretion,
whose determination shall be final and binding on all parties. Any Private
Notes so withdrawn will thereafter be deemed not validly tendered for purposes
of the Exchange Offer and no Exchange Notes will be issued with respect
thereto unless the Private Notes so withdrawn are validly retendered. Properly
withdrawn Private Notes may be retendered by following one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer--
Procedures for Tendering" at any time prior to the Expiration Date.
5. Partial Tenders. Tenders of Private Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to
be made with respect to less than the entire principal amount of any Private
Notes, fill in the principal amount of Private Notes which are tendered for
exchange in column (4) of the box entitled "Description of Private Notes," as
more fully described in the footnotes thereto. In the case of a partial tender
for exchange, a new certificate, in fully registered form, for the remainder
of the principal amount of the Private Notes, will be sent to the Holders
unless otherwise indicated in the appropriate box on this Letter of
Transmittal as promptly as practicable after the expiration or termination of
the Exchange Offer.
6. Signatures on this Letter of Transmittal, Powers of Attorney and
Endorsements.
(a) The signature(s) of the Holder on this Letter of Transmittal must
correspond with the name(s) as written on the face of the Private Notes
without alternation, enlargement or any change whatsoever.
(b) If tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Private Notes 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 and any necessary or
required documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the Holder listed and
transmitted hereby, no endorsements of Private Notes or bond powers are
required. If, however, Private Notes not tendered or not accepted, are to be
issued or returned in the name of a person other than the Holder, then the
Private Notes transmitted hereby must be endorsed or accompanied by a properly
completed bond power, in a form satisfactory to the Company, in either case
signed exactly as the name(s) of the Holder(s) appear(s) on the Private Notes.
Signatures on such Private Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Private Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act
must be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
Holder listed, the Private Notes must be endorsed or accompanied by a properly
completed bond power, in either case signed by such Holder exactly as the
name(s) of the Holder appear(s) on the certificates. Signatures on such
Private Notes or bond powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
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7. Transfer Taxes. Except as set forth in this Instruction 7, the Company
will pay all transfer taxes, if any, applicable to the exchange of Private
Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed
for any reason other than the exchange of Private Notes pursuant to the
Exchange Offer, then the amount of such transfer taxes (whether imposed on the
Holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemptions therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
8. Special Issuance and Delivery Instructions. If the Exchange Notes are to
be issued, or if any Private Notes not tendered for exchange are to be issued
or sent to someone other than the Holder or to an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Holders of Private Notes tendering Private Notes by book-entry
transfer may request that Private Notes not accepted be credited to such
account maintained at DTC as such Holder may designate.
9. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Private Notes will be determined by the Company in its
sole discretion, which determination shall be final and binding. The Company
reserves the absolute right to reject any and all Private Notes not properly
tendered or any Private Notes the Company's acceptance of which would, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular Private Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Private Notes must be
cured within such time as the Company shall determine. Although the Company
intends to notify Holders of defects or irregularities with respect to tenders
of Private Notes, neither the Company, the Exchange Agent nor any other person
shall incur any liability for failure to give such notification. Tenders of
Private Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Private Notes 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.
10. Waiver of Conditions. The Company reserves the absolute right to waive,
amend or modify certain of the specified conditions as described under "The
Exchange Offer--Conditions" in the Prospectus in the case of any Private Notes
tendered (except as otherwise provided in the Prospectus).
11. Mutilated, Lost, Stolen or Destroyed Private Notes. Any tendering Holder
whose Private Notes have been mutilated, lost, stolen or destroyed, should
contact the Exchange Agent at the address indicated herein for further
instructions.
12. Requests for Information or Additional Copies. Requests for information
or for additional copies of the Prospectus and this Letter of Transmittal may
be directed to the Exchange Agent at the address or telephone number set forth
on the cover of this Letter of Transmittal.
IMPORTANT: This Letter of Transmittal (or a facsimile thereof) together with
certificates, or confirmation of book-entry or the Notice of Guaranteed
Delivery, and all other required documents must be received by the Exchange
Agent prior the Expiration Date.
11
IMPORTANT INFORMATION
Under current federal income tax law, a Holder whose tendered Private Notes
are accepted for exchange may be subject to backup withholding unless the
Holder provides the Company (as payor), through the Exchange Agent, with
either (i) such Holder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 attached hereto, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and
that (A) the Holder has not been notified by the Internal Revenue Service that
he or she is subject to backup withholding as a result of a failure to report
all interest or dividends or (B) the Internal Revenue Service has notified the
Holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption from backup withholding. If such Holder is an
individual, the TIN is such Holder's social security number. If the Exchange
Agent is not provided with the correct taxpayer identification number, the
Holder may be subject to certain penalties imposed by the Internal Revenue
Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed Internal Revenue Service
Form W-8 (which the Exchange Agent will provide upon request) signed under
penalty of perjury, attesting to the Holder's exempt status. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the Holder or other payee. Backup withholding is not an
additional federal income 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 from the Internal Revenue Service.
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Private Notes. If the Private Notes are held in more than one name or are not
held in the name of the actual owner, consult the enclosed Guidelines for
additional guidance regarding which number to report.
12
PAYOR'S NAME: U.S. TRUST COMPANY, NATIONAL ASSOCIATION
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND -------------------------
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
SUBSTITUTE
Form W-9 -------------------------
Department of Employer Identification
Treasury Number
Internal Revenue Service -------------------------
Part 3--
Awaiting TIN [_]
------------------------
Payer's Request Part 2--Certification Under Penalties of Perjury, I
for Taxpayer certify that:
Identification
Number (TIN)
and Certification (1) The number shown on this form is my current
taxpayer identification number (or I am waiting
for a number to be issued to me) and
(2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
--------------------------------------------------------
Certification instructions--You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends on
your tax return. However, if after being notified by
the IRS that you are subject to backup withholding
you receive another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out item (2).
SIGNATURE _______________________ DATE ______________
NAME __________________________________________________
ADDRESS _______________________________________________
CITY _______________ STATE _____ ZIP CODE _____________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
PAYOR'S NAME: U.S. TRUST COMPANY, NATIONAL ASSOCIATION
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 within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide such a
number.
SIGNATURE __________________________________________________ DATE: __________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE 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.
13