EXHIBIT 99.1
PENNZOIL-QUAKER STATE COMPANY
LETTER OF TRANSMITTAL
for Tender of
All Outstanding
10% Senior Notes Due 2008
in exchange for
Registered
10% Senior Notes Due 2008
The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 2002, unless extended (the "Expiration Date"). Outstanding
notes tendered in the exchange offer may be withdrawn at any time before
5:00 p.m., New York City time, on the Expiration Date.
Deliver to the Exchange Agent:
JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank)
For Delivery by Mail (registered or certified mail recommended),
Overnight Delivery or by Hand:
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Facsimile Transmission (eligible institutions only):
(214) 468-6494
Confirm by Telephone:
(214) 468-6464
Delivery of this instrument to an address other than as shown 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 hereby acknowledges receipt and review of the prospectus
dated , 2002 of Pennzoil-Quaker State Company (the "Issuer") and
this letter of transmittal which together constitute the Issuer's offer to
exchange its 10% Senior Notes due 2008 (the "New Notes"), the issuance of
which has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
10% Senior Notes due 2008 (the "Old Notes"). The exchange of Old Notes for New
Notes and related documentation are referred to herein as the "Exchange
Offer."
The Issuer reserves the right, at any time or from time to time, to extend
the period of time during which the Exchange Offer for the Old Notes is open,
at its discretion, in which event the term "Expiration Date" shall mean the
latest date to which the Exchange Offer is extended. The Issuer shall notify
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (the
"Exchange Agent") of any extension by oral or written notice and shall make a
public announcement thereof no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
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The New Notes will bear interest at the rate of 10% per annum. Interest
Payment Dates will be May 1 and November 1 of each year, commencing on May 1,
2002. Holders of New Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which interest has been paid on
the Old Notes or, if no interest has been paid, from the date of issuance of
the Old Notes. Old Notes accepted for exchange will cease to accrue interest
from and after the date of consummation of the Exchange Offer. Holders whose
Old Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such Old Notes otherwise payable on any interest payment
date the record date for which occurs on or after the consummation of the
Exchange Offer. Interest shall be paid to the person in whose name the
applicable New Note is registered at the close of business on April 15, in the
case of the May 1 interest payment date, and October 15, in the case of the
November 1 interest payment date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
This letter of transmittal is to be used by a holder of Old Notes:
1. if certificates of Old Notes are to be forwarded herewith or
2. if delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the prospectus under
the caption "The Exchange Offer--Procedures for Tendering--Book-Entry
Transfer," and an "agent's message" is not delivered as described in the
prospectus under the caption "The Exchange Offer--Procedures for
Tendering--Tendering Through DTC's Automated Tender Offer Program."
Tenders by book-entry transfer may also be made pursuant to DTC's Automated
Tender Offer Program, in which event an agent's message will be transmitted in
lieu of this letter of transmittal. Holders of Old Notes whose Old Notes are
not immediately available, or who are unable to deliver their Old Notes, this
letter of transmittal and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date, or who are unable to complete the
procedure for DTC's Automated Tender Offer Program on a timely basis, must
tender their Old Notes in accordance with the guaranteed delivery procedures
set forth in the prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." See Instruction 2 of this letter of transmittal. 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 in
whose name such Old Notes are registered on the books of the Issuer, any person
who holds such Old Notes and has obtained a properly completed bond power from
the registered holder or any participant in the DTC system whose name appears
on a security position listing as the holder of such Old Notes and who desires
to deliver the Old Notes 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 such Exchange Offer.
Holders who wish to tender their Old Notes must complete this letter of
transmittal in its entirety (unless such Old Notes are to be tendered by book-
entry transfer and an agent's message is delivered in lieu hereof).
Broker-dealers who received the Old Notes as a result of market-making or
other trading activities may use the prospectus for the Exchange Offer, as
supplemented or amended, in connection with resales of the New Notes.
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Please read the entire letter of transmittal and the prospectus carefully
before checking any box below.
The instructions included with this letter of transmittal must be followed.
Questions and requests for assistance or for additional copies of the
prospectus and this letter of transmittal may be directed to the Exchange
Agent.
List below the Old Notes tendered under this letter of transmittal. If the
space below is inadequate, list the title of the series, registered numbers and
principal amounts on a separate signed schedule and affix the list to this
letter of transmittal.
DESCRIPTION OF OLD NOTES TENDERED
- --------------------------------------------------------------------------------
Old Note(s) Tendered
----------------------------
Name(s) and
Address(es)
of
Registered
Holder(s)
Exactly as
Name(s)
Appear(s)
on Old Aggregate
Notes Principal
(Please 10% Senior Amount Principal
Fill In, If Notes due Registered Represented Amount
Blank) 2008 Number(s)* by Note(s) Tendered**
- ---------------------------------------------------------
-------------
-------------
-------------
----------------------------
Total
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Old Notes will be deemed
to have tendered the entire aggregate principal amount represented by such
Old Notes. All tenders must be in integral multiples of $1,000.
[_]CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering
Institution: ________________________________________________________________
DTC Account
Number(s): __________________________________________________________________
Transaction Code
Number(s): _________________________________________________________________.
[_]CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s)
of Old Notes: _______________________________________________________________
Date of Execution of Notice of
Guaranteed Delivery: ________________________________________________________
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Window Ticket Number
(if available): _____________________________________________________________
Name of Eligible Institution that
Guaranteed Delivery: ________________________________________________________
DTC Account Number(s) (if delivered
by book-entry transfer): ____________________________________________________
Transaction Code Number (if delivered
by book-entry transfer): ____________________________________________________
Name of Tendering Institution (if
delivered by book-entry transfer): __________________________________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER(S) SET FORTH ABOVE
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY).
[_]CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO:
Name: _______________________________________________________________________
Address: ____________________________________________________________________
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Issuer for exchange the principal amount of Old Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Old Notes tendered in accordance with this letter of
transmittal, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Issuer all right, title and interest in and to the Old
Notes tendered for exchange hereby, including all rights to accrued and unpaid
interest thereon as of the Expiration Date. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact for the undersigned (with full knowledge that said Exchange
Agent also acts as the agent for the Issuer in connection with the Exchange
Offer) with respect to the tendered Old Notes with full power of substitution
to:
1. deliver such Old Notes, or transfer ownership of such Old Notes on the
account books maintained by DTC, to the Issuer and deliver all
accompanying evidences of transfer and authenticity and
2. present such Old Notes for transfer on the books of the Issuer and
receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old 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 the undersigned has full
power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire the New Notes issuable upon the exchange of such
tendered Old Notes, and that the Issuer will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim, when the same are accepted
for exchange by the Issuer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available Apr. 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 1, 1991), Shearman & Sterling (available July 2, 1993) and
similar no-action letters (the "Prior No-Action Letters"), that the New Notes
issued in exchange for Old Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Issuer within the meaning of Rule 144
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holders' business and that
such holders are not engaging in, do not intend to engage in and have no
arrangement or understanding with any person or entity to participate in a
distribution of such New Notes. The SEC has not, however, considered this
Exchange Offer in the context of a no-action letter, and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the Exchange Offer as in other circumstances.
The undersigned hereby further represents to the Issuer that:
1. neither the holder nor any such other person is an "affiliate," as
defined in Rule 144 under the Securities Act, of either of the Issuer,
or a broker-dealer tendering Old Notes acquired directly from the Issuer
for its own account,
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2. neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of the
New Notes or the Old Notes and
3. any New Notes received are being acquired in the ordinary course of
business of the person receiving such New Notes, whether or not the
undersigned.
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in and does not intend to participate in a distribution of New
Notes. If the undersigned is a broker-dealer that will receive the New Notes
for its own account in exchange for Old Notes, the undersigned acknowledges
that those Old Notes were acquired as a result of market-making activities or
other trading activities, and it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
any such New Notes. By so acknowledging and by delivering a prospectus,
however, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned acknowledges that if the undersigned is tendering Old Notes
in the Exchange Offer with the intention of participating in any manner in a
distribution of the New Notes:
1. the undersigned cannot rely on the position of the staff of the SEC set
forth in the Prior No-Action Letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with the resale
transaction of the New Notes and
2. failure to comply with such requirements in such instance could result
in the undersigned incurring liability for which the undersigned is not
indemnified by the Issuer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the exchange, assignment and transfer of the Old Notes
tendered hereby, including the transfer of such Old Notes on the account books
maintained by DTC.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted for exchange validly tendered Old Notes when, as and if the Issuer
gives oral or written notice thereof to the Exchange Agent. Any tendered Old
Notes that are not accepted for exchange pursuant to the Exchange Offer for any
reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date for
the Exchange Offer.
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 successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives. This tender
may be withdrawn only in accordance with the procedures set forth in the
section of the prospectus entitled "The Exchange Offer--Withdrawal of Tenders."
The undersigned acknowledges that the Issuer's acceptance of properly
tendered Old Notes 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 Issuer upon the terms and subject to the conditions of the Exchange
Offer. The undersigned further agrees that acceptance of any tendered Old Notes
by
6
the Issuer and the issuance of New Notes in exchange therefor shall constitute
performance in full by the Issuer of its obligations under the registration
rights agreement between the Issuer and the initial purchasers of the Old Notes
and that the Issuer shall have no further obligations or liabilities thereunder
for the registration of the Old Notes or the New Notes.
The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuer), the Issuer may not be
required to exchange any of the Old Notes tendered hereby. In such event, the
Old Notes not exchanged will be returned to the undersigned at the address
shown below the signature of the undersigned.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Old Notes accepted for exchange
and return any Old Notes not tendered or not exchanged, in the name(s) of the
undersigned (or, in the case of a book-entry delivery of Old Notes, please
credit the account indicated above maintained at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail or
deliver the New Notes issued in exchange for the Old Notes accepted for
exchange and any Old Notes not tendered or not 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 New Notes issued in exchange for the Old Notes accepted for exchange in the
name(s) of, and return any Old Notes not tendered or not exchanged to, the
person(s) so indicated. The undersigned recognizes that the Issuer has no
obligation pursuant to the "Special Issuance Instructions" and "Special
Delivery Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Issuer does not accept for exchange any of
the Old Notes so tendered for exchange.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Old To be completed ONLY if Old Notes
Notes in a principal amount not in a principal amount not
tendered, or New Notes issued in tendered, or New Notes issued in
exchange for Old Notes accepted exchange for Old Notes accepted
for exchange, are to be issued in for exchange, are to be mailed or
the name of someone other than the delivered to someone other than
undersigned or (ii) if Old Notes the undersigned, or to the
tendered by book-entry transfer undersigned at an address other
which are not exchanged are to be than that shown below the
returned by credit to an account undersigned's signature. Mail or
maintained at DTC other than the deliver New Notes and/or Old Notes
DTC Account Number set forth to:
above. Issue New Notes and/or Old
Notes to:
Name: _____________________________
Address: __________________________
Name: _____________________________ -----------------------------------
Address: __________________________ (include Zip Code)
----------------------------------- -----------------------------------
(include Zip Code) (Tax Identification or Social
----------------------------------- Security Number)
(Tax Identification or Social (Please Type or Print)
Security Number)
(Please Type or Print)
[_]Credit unexchanged Old Notes delivered by book-entry transfer to the DTC
account number set forth below:
DTC Account Number: _________________________________________________________
7
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 Below)
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s) of Registered Holder(s) of Old Notes)
Dated , 2002
(The above lines must be signed by the registered holder(s) of Old Notes as
you/their name(s) appear(s) on the Old Notes or on a security position listing,
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 Old Notes to which this letter
of transmittal relate are 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,
then such person must (i) set forth his or her full title below and (ii) unless
waived by the Issuer, submit evidence satisfactory to the Issuer of such
person's authority to so act. See Instruction 5 regarding the completion of
this letter of transmittal, printed below.)
Name(s): _______________________________________________________________________
(Please Type or Print)
Capacity (Full Title): _________________________________________________________
Address: _______________________________________________________________________
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number: ________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
MEDALLION SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an
Eligible Institution: __________________________________________________________
(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name of Firm)
- --------------------------------------------------------------------------------
(Address, Including Zip Code)
- --------------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated: __________________________________________________________________ , 2002
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes or Agent's Message
and Book-Entry Confirmations. All physically delivered Old Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account at DTC of
Old Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as
well as a properly completed and duly executed copy of this letter of
transmittal or facsimile hereof (or an agent's message in lieu hereof pursuant
to DTC's Automated Tender Offer Program), 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 for the Exchange Offer, or the tendering holder must comply
with the guaranteed delivery procedures set forth below. Old Notes tendered
hereby must be in denominations of principal amount of $1,000 and any integral
multiple thereof. The method of delivery of the tendered Old Notes, this letter
of transmittal and all other required documents to the Exchange Agent is at the
sole election and risk of the holder and, 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 the
holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure delivery to the Exchange Agent before the
Expiration Date. NEITHER THE LETTER OF TRANSMITTAL NOR OLD NOTES SHOULD BE SENT
TO THE ISSUER.
All questions as to the validity, form, eligibility (including time of
receipt) or acceptance of tendered Old Notes and withdrawal of tendered Old
Notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the absolute right
to reject any and all Old Notes not properly tendered or any Old Notes the
Issuer's acceptance of which would, in the opinion of counsel for the Issuer,
be unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Issuer'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 Old Notes must be cured within such time as the Issuer shall
determine. Neither the Issuer, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect
to tenders of Old Notes, nor shall any of them incur any liability for failure
to give such notification. Tenders of Old Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
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 of Old Notes, unless
otherwise provided in this letter of transmittal, as soon as practicable
following the Expiration Date.
See "The Exchange Offer" section of the prospectus.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Old
Notes and (a) whose Old Notes are not immediately available, (b) who cannot
deliver their Old Notes (or tender by book-entry transfer), this letter of
transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date or (c) who are unable to comply with the applicable
procedures under DTC's Automated Tender Offer Program on a timely basis, must
tender their Old Notes according to the guaranteed delivery procedures set
forth in the prospectus. Pursuant to such procedures:
a. such tender must be made by or through a firm which is a member 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
9
States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934 (an "Eligible
Institution");
b. 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) or a properly transmitted agent's message and notice of
guaranteed delivery setting forth the name and address of the holder of
the Old Notes, the registration number(s) of such Old Notes and the
total principal amount of Old Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within three business days
after such Expiration Date, this letter of transmittal (or facsimile
hereof or an agent's message in lieu hereof) together with the Old Notes
in proper form for transfer (or a Book-Entry Confirmation) and any other
documents required by this letter of transmittal will be deposited by
the Eligible Institution with the Exchange Agent; and
c. this letter of transmittal (or a facsimile hereof or an agent's message
in lieu hereof) together with the certificates for all physically
tendered Old Notes in proper form for transfer (or Book-Entry
Confirmation, as the case may be) and all other documents required
hereby are received by the Exchange Agent within three business days
after such Expiration Date.
Any holder of Old Notes who wishes to tender Old Notes 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
Old Notes according to the guaranteed delivery procedures set forth above.
See the section of the prospectus captioned "The Exchange Offer--Guaranteed
Delivery Procedures."
3. Tender by Holder. Only a holder of Old Notes may tender such Old Notes
in the Exchange Offer. Any beneficial holder of Old Notes 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 behalf or
must, prior to completing and executing this letter of transmittal and
delivering his Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such holder's name or obtain a properly
completed bond power from the registered holder.
4. Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry
Transfer). Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any of the Old Notes is
tendered, the tendering holder should fill in the principal amount tendered in
the fifth column of the box entitled "Description of Old Notes Tendered"
above. The entire principal amount of Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Old Notes is not tendered, then Old Notes for
the principal amount of Old Notes not tendered and New Notes issued in
exchange for any Old Notes accepted will be returned to the holder as promptly
as practicable after the Old Notes are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signatures. If this letter of transmittal (or facsimile
hereof) is signed by the record holder(s) of the Old Notes tendered hereby,
the signature(s) must correspond exactly with the name(s) as written on the
face of the Old Notes without alteration, enlargement or any change
10
whatsoever. If this letter of transmittal (or facsimile hereof) is signed by a
participant in DTC, the signature must correspond with the name as it appears
on the security position listing as the holder of the Old Notes.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this letter of transmittal.
If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Old Notes listed and tendered hereby and the New Notes
issued in exchange therefor are to be issued (or any untendered principal
amount of Old Notes is to be reissued) to the registered holder(s), the said
holder(s) need not and should not endorse any tendered Old Notes, nor provide a
separate bond power. In any other case, such holder(s) must either properly
endorse the Old Notes 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) or any Old 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 Issuer, evidence satisfactory to the Issuer of its
authority to act must be submitted with this letter of transmittal.
No signature guarantee is required if (i) this letter of transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Old Notes
tendered herein (or by a participant in DTC whose name appears on a security
position listing as the owner of the tendered Old Notes), and the New Notes are
to be issued directly to such registered holder(s) (or, if signed by a
participant in DTC, deposited to such participant's account at DTC), and
neither the box entitled "Special Delivery Instructions" nor the box entitled
"Special Registration Instructions" has been completed, or (ii) such Old Notes
are tendered for the account of an Eligible Institution. In all other cases,
all signatures on this letter of transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Old Notes for principal amounts 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. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. Holders tendering Old Notes
by book-entry transfer may request that Old Notes not exchanged be credited to
such account maintained at DTC as such noteholder may designate hereon. If no
such instructions are given, such Old Notes not exchanged will be returned to
the name and address (or account number) of the person signing this letter of
transmittal.
7. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, New Notes or Old Notes 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 Old Notes tendered
hereby, or if tendered Old Notes 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 Old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this letter of transmittal, the amount of such
transfer taxes will
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be billed directly to such tendering holder and the Exchange Agent will retain
possession of an amount of Exchange Notes with a face amount at least equal to
the amount of such transfer taxes due by such tendering holder pending receipt
by the Exchange Agent of the amount of such taxes.
8. Tax Identification Number. Federal income tax law requires that a holder
of any Old Notes or New Notes must provide the Issuer (as payor) with its
correct taxpayer identification number ("TIN"), which, in the case of a holder
who is an individual, is his or her social security number. If the Issuer are
not provided with the correct TIN, the holder or payee may be subject to a $50
penalty imposed by Internal Revenue Service and backup withholding (at a rate
of 30% in 2002 or 2003) on interest payments on the New Notes.
To prevent backup withholding, each tendering holder and each prospective
holder must provide such holder's correct TIN by completing the Substitute Form
W-9 set forth herein, certifying that the TIN provided is correct (or that such
holder is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject
to backup withholding. If the New Notes will be registered in more than one
name or will not be in the name of the actual owner, consult the instructions
on Internal Revenue Service Form W-9, which may be obtained from the Exchange
Agent, for information on which TIN to report.
Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.
If a tendering holder does not have a TIN, such holder should consult the
instructions on Form W-9 concerning applying for a TIN, check the box in Part 3
of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign and
date the form and the Certificate of Awaiting Taxpayer Identification Number.
Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuer within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuer.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligations regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be determined by the Issuer in its sole discretion, which determination
will be final and binding. The Issuer reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Issuer's
acceptance of which might, in the opinion of the Issuer or its counsel, be
unlawful. The Issuer also reserves the absolute right to waive any conditions
of the Exchange Offer or defects or irregularities of tenders as to particular
Old Notes. The Issuer's interpretation of the terms and conditions of the
Exchange Offer (including this letter of transmittal and the instructions
hereto) shall be final and binding on all parties. Unless waived, any defects
or irregularities in connection with tenders of Old Notes must be cured within
such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent
nor any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Notes nor shall any of them incur
any liability for failure to give such notification.
10. Waiver of Conditions. The Issuer reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
prospectus.
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11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Old Notes will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions. This
letter of transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed Old Notes have been
followed.
13. Requests for Assistance or Additional Copies. Requests for assistance or
for additional copies of the prospectus or this letter of transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this letter of transmittal. Holders may also contact their
broker, dealer, commercial bank, trust issuers or other nominee for assistance
concerning the Exchange Offer.
14. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
IMPORTANT: This letter of transmittal or a manually signed facsimile hereof or
an agent's message in lieu thereof (together with the Old Notes delivered by
book-entry transfer or in original hard copy form) must be received by the
Exchange Agent, or the notice of guaranteed delivery must be received by the
Exchange Agent, prior to the Expiration Date.
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- --------------------------------------------------------------------------------
| Part 1--Please Provide Your SOCIAL SECURITY
| TIN in the Box at Right and NUMBER
| Certify By Signing and ----------------------
| Dating Below OR
| EMPLOYER
| IDENTIFICATION NUMBER
| ----------------------
|
SUBSTITUTE |
- --------------------------------------------------------------------------------
Form W-9 | Part 2--Certification--Under | Part 3--
| penalties of perjury, I |
| certify that: |
| |
- -------------------- | |
Name | (1) The number shown on this | Awaiting TIN [_]
| form is my correct |
- -------------------- | Taxpayer Identification |
Address (Number and | Number (or I have |
Street) | checked the box in part |
| 3 and executed the |
- -------------------- | certificate of awaiting |
City, State and | taxpayer identification | Please Complete the
Zip Code | number below), and | Certificate of
| | Awaiting Taxpayer
| (2) I am not subject to back | Identification Number
| withholding either | below.
| because I have not been |
| notified by the Internal |
| Revenue Service ("IRS") |
| that I am subject to |
| backup withholding as a |
| result of failure to |
| report all interest or |
| dividends, or because |
| the IRS has notified me |
| that I am no longer |
| subject to backup |
| withholding. |
---------------------------------------------------------
Department of the Certificate Instructions -- You must cross out item (2)
Treasury Internal in Part 2 above if you have been notified by the IRS
Revenue Service 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
Payor's Request for you are subject to backup withholding you received
Taxpayer Identification another notification from the IRS stating that you are
Number (TIN) no longer subject to backup withholding, do not cross
out item (2).
SIGNATURE ________________________________ DATE , 2002
- --------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
(AT A RATE OF 30% FOR PAYMENTS MADE IN 2002 OR 2003) OF ANY PAYMENTS MADE TO
YOU WITH RESPECT TO THE NEW NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to the
payor within 60 days, a portion of all reportable payments (30% for payments
made in 2002 or 2003) made to me thereafter will be withheld until I provide
a number.
-------------------------------------- --------------------------- , 2002
SIGNATURE DATE
- --------------------------------------------------------------------------------
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