EXHIBIT 99.1
LETTER OF TRANSMITTAL
FERRELLGAS PARTNERS, L.P.
FERRELLGAS PARTNERS FINANCE CORP.
OFFER TO EXCHANGE ALL OUTSTANDING
9-3/8% SERIES A SENIOR SECURED NOTES DUE 2006
FOR
9-3/8% SERIES B SENIOR SECURED NOTES DUE 2006
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON SEPTEMBER , 1996, UNLESS EXTENDED
BY THE ISSUERS (THE "EXPIRATION DATE").
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Deliver To The Exchange Agent:
American Bank National Association
By Registered or Certified Mail, Overnight Courier or Hand Delivery:
American Bank National Association
101 East 5th Street, 9th Floor
St. Paul, Minnesota 55101
Attention: Corporate Trust Department
By Facsimile:
(612) 229-6415
Confirm by Telephone:
(612) 229-2600
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated August , 1996
(the "Prospectus") of Ferrellgas Partners, L.P., a Delaware limited partnership
(the "Partnership"), and Ferrellgas Partners Finance Corp., a Delaware
corporation and wholly owned subsidiary of the Partnership ("Finance Corp." and,
together with the Partnership, the "Issuers") and this Letter of Transmittal
(the "Letter of Transmittal"), which together constitute the Issuers' offer (the
"Exchange Offer") to exchange up to $1,000 principal amount of their 9-3/8%
Series B Senior Secured Notes due 2006 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement of which the Prospectus is a part, for each
$1,000 principal amount of their outstanding 9-3/8% Series A Senior Secured
Notes due 2006 (the "Private Notes"), of which $160,000,000 aggregate principal
amount is outstanding. Capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
This Letter of Transmittal is to be used by a Holder of Private Notes either
if original certificates for Private Notes are to be forwarded herewith or if
delivery of certificates for Private Notes, if available, is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Book-Entry Transfer." Holders of Private Notes whose certificates are not
immediately available, or who are unable to deliver their certificates and all
other documents required by this Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date, or who are unable to complete the procedure for
book-entry transfer on a timely basis, must tender their Private Notes according
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 1.
Delivery of Documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Private Notes are registered on the books of the Issuers or any other
person who has obtained a properly completed bond power from the registered
Holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Private Notes must
complete this Letter of Transmittal in its entirety.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER
OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Private Notes to which this Letter of Transmittal relates. If
the space below is inadequate, list the registered numbers and principal amounts
on a separate signed schedule and affix the list to this Letter of Transmittal.
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DESCRIPTION OF PRIVATE NOTES TENDERED
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NAME(S) AND ADDRESS(ES) OF AGGREGATE
REGISTERED HOLDER(S), PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) AMOUNT PRINCIPAL
ON PRIVATE NOTES REGISTERED REPRESENTED AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* BY NOTE(S) TENDERED**
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TOTAL
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* Need not be completed if Private Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated, any tendering Holder of Private Notes will be
deemed to have tendered the entire aggregate principal amount represented by
such Notes. All tenders must be in integral multiples of $1,000.
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[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED PRIVATE 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 (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
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Name of Tendering Institution _________________________________________________
Account Number ________________________________________________________________
Transaction Code Number _______________________________________________________
[ ] 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) of Private Notes ______________________________
Date of Execution of Notice of Guaranteed Delivery ____________________________
Window Ticket Number (if available) ___________________________________________
Name of Eligible Institution that Guaranteed Delivery _________________________
If delivered by book-entry transfer, complete the following:
Account Number ____________________ Transaction Code Number _________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY (i) if To be completed ONLY (i) if
certificates for Private Notes in certificates for Private Notes in
a principal amount not tendered, a principal amount not tendered,
or certificates for Exchange Notes or certificates for Exchange Notes
issued in exchange for Private issued in exchange for Private
Notes accepted for exchange, are Notes accepted for exchange, are
to be issued in the name of some- to be mailed or delivered to some-
one other than the undersigned, one other than the undersigned,
or (ii) if Private Notes tendered or to the undersigned at an
by book-entry transfer which are address shown below the undersigned's
not exchanged are to be returned signature.
by credit to an account maintained
at the Book-Entry Transfer Facility Mail or Deliver to:
other than the account indicated
above. Name ______________________________
(Please Print)
Issue to:
Address ___________________________
Name ______________________________
(Please Print) ___________________________________
(Include Zip Code)
Address ___________________________
___________________________________
___________________________________ (Tax Identification or
(Include Zip Code) Social Security No.)
___________________________________ --------------------------------------
(Tax Identification or
Social Security No.)
Credit Private Notes not exchanged
and delivered by book-entry transfer
to the Book-Entry Transfer Facility
account set forth below:
____________________________________
Account Number
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the principal amount of
Private Notes indicated above in this Letter of Transmittal.
Subject to and effective upon the acceptance for exchange of the principal
amount of Private Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to the Issuers all right, title and interest in and to the Private
Notes tendered hereby and hereby irrevocably constitutes and appoints the
Exchange Agent as the agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Issuers
in connection with the Exchange Offer) with respect to the tendered Private
Notes with full power of substitution to (i) deliver such Private Notes, or
transfer ownership of such Private Notes on the account books maintained by the
Book-Entry Transfer Facility, to the Issuers and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Private Notes for
transfer on the books of the Issuers and receive all benefits and otherwise
exercise all rights of beneficial ownership of 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 the undersigned has full
power and authority to tender, sell, assign and transfer the Private Notes
tendered hereby and to acquire the Exchange Notes issuable upon the exchange of
such tendered Private Notes, and that the Issuers will acquire good, marketable
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 Issuers. The undersigned hereby further represents
that any Exchange Notes acquired in exchange for Private Notes tendered hereby
will have been acquired in the ordinary course of business of the person
receiving such Exchange Notes, whether or not such person is the undersigned,
that neither the holder of such Private Notes nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes and that neither the holder of such Private Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the Securities
Act of 1993, as amended (the "Securities Act") of the Issuers.
The undersigned acknowledges that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC") that
the Exchange Notes issued in exchange for the Private 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
Issuers within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such Holders' business and such Holders are not engaging in and do not
intend to engage in a distribution of the Exchange Notes and have no arrangement
or understanding with any person to participate in a distribution of such
Exchange Notes.
If the undersigned or the person receiving the Exchange Notes is a
broker-dealer that is receiving 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, the undersigned acknowledges that it or such other
person will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that the undersigned or such other
person is an "underwriter" within the meaning of the Securities Act. The
undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC in certain
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 a secondary resale transaction of the Exchange Notes, in
which case the registration statement must contain the selling security holder
information required by Item 507 or Item 508, as applicable, of regulation S-K
of the SEC, and (ii) failure to
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comply with such requirements in such instance could result in the undersigned
incurring liability under the Securities Act for which the undersigned is not
indemnified by the Issuers.
If the undersigned or the person receiving the Exchange Notes is an
"affiliate" (as defined in Rule 405 under the Securities Act), the undersigned
represents to the Issuers that the undersigned understands and acknowledges that
the Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuers to be necessary or
desirable to complete the exchange, assignment and transfer of the Private Notes
tendered hereby, including the transfer of such Private Notes on the account
books maintained by the Book-Entry Transfer Facility. All authority conferred
or agreed to be conferred by this Letter of Transmittal shall survive the death,
incapacity or dissolution of the undersigned, and every obligation of the
undersigned under this Letter of Transmittal shall be binding upon the
undersigned's heirs, personal representatives, successors and assigns.
For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted for exchange validly tendered Private Notes when, as and if the Issuers
gives oral or written notice thereof to the Exchange Agent. Any tendered
Private 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.
The undersigned acknowledges that the Issuers' acceptance of properly
tendered Private 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 Issuers upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Notes issued in exchange for the Private Notes accepted for
exchange and return any Private Notes not tendered or not exchanged, in the
names(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail or deliver the Exchange Notes
issued in exchange for the Private Notes accepted for exchange and any Private
Notes not tendered or not exchanged (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature(s).
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PLEASE SIGN HERE WHETHER OR NOT
PRIVATE NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X _______________________________________________________ ___________________
Date
X _______________________________________________________ ___________________
Signature(s) of Registered Holder(s) or Authorized Date
Signatory
Area Code and Telephone Number: _________________________
This Letter of Transmittal must be signed by the registered Holder(s) of
Private Notes as their name(s) appear(s) on the certificates for Private 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 Private 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 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 Issuers, submit evidence satisfactory
to the Issuers of such person's authority so to act. See Instruction 4 regarding
the completion of this Letter of Transmittal, printed below.
Name(s): ______________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
(Include Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
____________________________________________________________
(Authorized Signature)
____________________________________________________________
(Name and Title)
____________________________________________________________
(Name of Firm)
____________________________________________________________
(Area Code and Telephone Number)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES. This
Letter of Transmittal is to be completed by Holders of Private Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer as set forth in the
Prospectus under the caption "The Exchange Offer-Book-Entry Transfer."
Certificates for Private Notes or any confirmation of a book-entry transfer to
the Exchange Agent's account at the Book-Entry Transfer Facility of Private
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, 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, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. The method of delivery of the tendered Private Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent is at the
election and risk of the tendering 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 prior to 5:00
p.m., New York City time, on the Expiration Date. No Letter of Transmittal or
Private Notes should be sent to the Issuers.
Holders who wish to tender their Private Notes and (i) whose
certificates for Private Notes are not immediately available, or (ii) who cannot
deliver their Private Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date or (iii) who
are unable to complete the procedure for book-entry transfer on a timely basis,
must tender their Private Notes according to the guaranteed delivery procedures
set forth in the Prospectus. Pursuant to such procedures: (i) such tender must
be made by or through an Eligible Institution (as defined below); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the Holder of the Private Notes, the registration number(s) of such
Private Notes and the principal amount of Private 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, this Letter of
Transmittal (or facsimile hereof) together with the Private Notes (or a
Book-Entry Confirmation) and any other required documents will be deposited by
the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed Letter of Transmittal (or facsimile hereof), as well as
all other documents required by this Letter of Transmittal and the tendered
Private Notes (or a Book-Entry Confirmation) in proper form for transfer, must
be received by the Exchange Agent within five New York Stock Exchange trading
days after the Expiration Date, all as provided in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." Any Holder of
Private Notes who wishes to tender Private 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 Private Notes
according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Private Notes and withdrawal of tendered
Private Notes will be determined by the Issuers in its sole discretion, which
determination will be final and binding. The Issuers reserve the absolute right
to reject any and all Private Notes not properly tendered or any Private Notes
the Issuers' acceptance of which would, in the opinion of counsel for the
Issuers, be unlawful. The Issuers also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Private Notes. The
Issuers' interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Private Notes must be cured within such time as the
Issuers shall determine. Although the Issuers intend to notify Holders of
defects or irregularities with respect to tenders of Private Notes, neither the
Issuers, 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
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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 of Private Notes, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
2. TENDER BY HOLDER. Only a Holder of Private Notes may tender such
Private Notes in the Exchange Offer. Any beneficial Holder of Private 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 Private Notes, either make appropriate arrangements to register
ownership of the Private Notes in such Holder's name or obtain a properly
completed bond power from the registered Holder.
3. PARTIAL TENDERS. Tenders of Private Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Private Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the third column of the box entitled "Description of Private
Notes" above. The entire principal amount of Private Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Private Notes is not tendered, then
Private Notes for the principal amount of Private Notes not tendered and
Exchange Notes issued in exchange for any Private Notes accepted will be sent to
the Holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, promptly after
the Private Notes are accepted for exchange.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered Holder(s) of the Private Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the Private Notes without alteration, enlargement or any change
whatsoever. If the Letter of Transmittal is signed by a participant in the
Book-Entry Transfer Facility, the signature must correspond with the name as it
appears on the security position listing as the Holder of the Private Notes.
If any tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Private Notes are registered in different names on several certificates or
securities positions listings, it will be necessary to complete, sign and submit
as many separate copies of this Letter as there are different registrations.
When this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Private Notes listed herein and tendered hereby,
and the Exchange Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Private Notes is to be reissued) to the
registered Holder, no endorsements or certificates or bond powers are required.
In any other case, such Holder must either properly endorse the Private 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) is signed by a
person other than the registered Holder or Holders of any certificates for
Private Notes listed herein, such certificates must be endorsed or accompanied
by appropriate bond powers, in each case signed as the name or names of the
registered Holder or Holders appears on the certificates, and the signatures
on such certificates must be guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) or any certificate
for 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 Issuers, evidence satisfactory
to the Issuers of their authority so to act must be submitted with this Letter
of Transmittal.
Endorsements on certificates for Private Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
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Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a participant in a Recognized Signature
Guarantee Medallion Program (an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal
is signed by the registered Holder(s) of the Private Notes tendered herewith and
such Holder(s) have not completed the box set forth herein entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions," or
(b) if such Private Notes are tendered for the account of an Eligible
Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of
Private Notes should indicate, in the applicable box or boxes, the name and
address (or account at the Book-Entry Transfer Facility) to which Exchange Notes
or substitute Private 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. If no such instructions are given, such
Private Notes not exchanged will be returned to the name or address of the
person signing this Letter of Transmittal.
6. TRANSFER TAXES. The Issuers will pay all transfer taxes, if any,
applicable to the exchange of Private Notes pursuant to the Exchange Offer. If,
however, Exchange Notes or Private 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 Private Notes
tendered hereby, or if tendered Private 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 Private Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or on any other persons) will be
payable by the tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with this Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Private Notes listed in this Letter of
Transmittal.
7. WAIVER OF CONDITIONS. The Issuers reserve the absolute right to
waive, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any holder whose
Private Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as 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 of this Letter of Transmittal. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
10. TAX IDENTIFICATION NUMBER. Federal income tax law generally
requires that a tendering Holder whose Private Notes are accepted for exchange
must provide the Issuers (as payor) with such Holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below, which, in the case
of a tendering Holder who is an individual, is his or her social security
number. If the Issuers are not provided with the current TIN or an adequate
basis for an exemption, such tendering Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, delivery to such tendering
Holder of Exchange Notes may be subject to backup withholding in an amount equal
to 31% of all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Private Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
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To prevent backup withholding, each tendering Holder of Private Notes
must provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying that the TIN provided is correct (or that such Holder is
awaiting a TIN) and that (i) the Holder is exempt from backup withholding, (ii)
the Holder has not been notified by the Internal Revenue Service that such
Holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
Holder that such Holder is no longer subject to backup withholding. If the
tendering Holder of Private Notes is a nonresident alien or foreign entity not
subject to backup withholding, such Holder must give the Issuers a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Private Notes are in more than one name or are not in the
name of the actual owner, such Holder should consult the W-9 Guidelines for
information on which TIN to report. If such Holder does not have a TIN, such
Holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: Checking this box and writing "applied for" on the form
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 Issuers within 60 days, backup withholding will begin and continue until
such Holder furnishes its TIN to the Issuers.
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE PRIVATE NOTES PRIVATE NOTES
SURRENDERED TENDERED ACCEPTED
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Delivery Prepared by _______________ Checked by______________ Date__________
THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH PRIVATE NOTES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT OR PRIOR TO
THE EXPIRATION DATE.
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