EQUISTAR CHEMICALS, LP
EQUISTAR FUNDING CORPORATION
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
8 1/2% NOTES DUE 2004 8 3/4% NOTES DUE 2009
IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED
8 1/2% NOTES DUE 2004 8 3/4% NOTES DUE 2009
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________
___, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED
IN AN EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE FOR THAT EXCHANGE OFFER.
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DELIVER TO THE EXCHANGE AGENT:
THE BANK OF NEW YORK
BY COURIER: BY MAIL (REGISTERED OR CERTIFIED BY HAND:
MAIL RECOMMENDED):
The Bank of New York The Bank of New York 101 Barclay St.
101 Barclay St. 101 Barclay St., floor 7E Corporate Trust Services Window
Corporate Trust Services Window New York, NY 10286 Ground Level
Ground Level Attn: Reorg. Dept. New York, NY 10286
New York, NY 10286 Attn: Reorg. Dept.
Attn: Reorg. Dept.
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
212-815-6339 or 212-815-4699
Attn: ________________________
Confirm by telephone:
______________________
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 _________ ________, 1999 of Equistar Chemicals, LP and Equistar Funding
Corporation (collectively referred to as the "Issuers") and this letter of
transmittal which together constitute the Issuers' offer to exchange their
8 1/2% notes due 2004 and their 8 3/4% notes due 2009 (collectively the "New
Notes"), the issuance of which has been registered under the Securities Act of
1933, as amended, for a like principal amount of their issued and outstanding
8 1/2% notes due 2004 and 8 3/4% notes due 2009 (collectively the "Outstanding
Notes"), respectively, which offer consists of separate, independent offers to
exchange the New Notes of each series for Outstanding Notes of that series (each
an "Exchange Offer" and sometimes collectively
referred to herein as the "Exchange Offers"). Capitalized terms used but not
defined herein have the respective meaning given to them in the prospectus.
The Issuers reserve the right, at any time or from time to time, to extend
the period of time during which an Exchange Offer for the Outstanding Notes of a
series is open, at their discretion, in which event the term "Expiration Date"
with respect to such series shall mean the latest date to which such Exchange
Offer is extended. The Issuers reserve the right to extend such period for each
series independently. The Issuers shall notify The Bank of New York (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.
Registered Holders of Exchange Notes on the relevant record date for the
first interest payment date following the consummation of an Exchange Offer will
receive interest accruing from February 16, 1999. Outstanding Notes accepted for
exchange will cease to accrue interest from and after the date of consummation
of an Exchange Offer. Holders whose Outstanding Notes are accepted for exchange
will not receive any payment in respect of accrued interest on such Outstanding
Notes.
This letter of transmittal is to be used by a holder of Outstanding Notes
of a series (i) if certificates of Outstanding Notes of such series are to be
forwarded herewith or (ii) if delivery of Outstanding Notes of such series 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 Offers -- 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 by delivering an agent's message pursuant to DTC's Automated Tender
Offer Program in lieu of this letter of transmittal. Holders of Outstanding
Notes of a series whose Outstanding Notes are not immediately available, or who
are unable to deliver their Outstanding Notes, this letter of transmittal and
all other documents required hereby to the Exchange Agent on or prior to the
Expiration Date for the Exchange Offer for that series, or who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
their Outstanding Notes according to the guaranteed delivery procedures set
forth in the prospectus under the caption "The Exchange Offers -- 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 an Exchange Offer for Outstanding Notes
of a series means any person in whose name such Outstanding Notes are registered
on the books of Equistar and Equistar Funding, any person who holds such
Outstanding Notes and has obtained a properly completed bond power from the
registered holder or any participant in DTC system whose name appears on a
security position listing as the holder of such Outstanding Notes and who
desires to deliver the Outstanding 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 Outstanding Notes must complete
this letter of transmittal in its entirety (unless such Outstanding Notes are to
be tendered by book-entry transfer and an agent's message is delivered in lieu
hereof).
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 Outstanding Notes of each series to which this letter of
transmittal relates. If the space below is inadequate, list the title of each
series, registered numbers and principal amounts on a separate signed schedule
and affix the list to this letter of transmittal.
2
DESCRIPTION OF OUTSTANDING NOTES TENDERED
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Name(s) and Address(es) of Outstanding Note(s) Tendered
Registered Holder(s) Exactly as -------------------------------------------------------------------------------------
Name(s) Title of Registered Aggregate Principal Principal
Appear(s) on Outstanding Notes Series* Number(s)** Amount Amount
(Please Fill In, If Blank) Represented Tendered***
by Note(s)
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Total
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* Either "8 1/2% Notes due 2004" or "8 3/4% Notes due 2009."
** Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Notes will
be deemed to have tendered the entire aggregate principal amount
represented by such Outstanding Notes. All tenders must be in integral
multiples of $1,000.
[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING 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:
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DTC Account
Number(s):
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Transaction Code
Number(s):
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[_] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING 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 Outstanding Notes:
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3
Date of Execution of Notice of
Guaranteed Delivery:
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Window Ticket Number
(if available):
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Name of Eligible Institution that
Guaranteed Delivery:
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DTC Account Number(s) (if delivered
by book-entry transfer):
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Transaction Code Number (if delivered
by book-entry transfer):
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Name of Tendering Institution (if
delivered by book-entry transfer):
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[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING
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:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Outstanding 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 the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to have admitted
that it is an "underwriter" within the meaning of the Securities Act.
4
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Issuers for exchange the principal amount of Outstanding
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Outstanding Notes of any series tendered in
accordance with this letter of transmittal, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Issuers all right, title and
interest in and to the Outstanding 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 Issuers in
connection with the Exchange Offer) with respect to the tendered Outstanding
Notes with full power of substitution to
(i) deliver such Outstanding Notes, or transfer ownership of such
Outstanding Notes on the account books maintained by DTC, to the
Issuers and deliver all accompanying evidences of transfer and
authenticity, and
(ii) present such Outstanding Notes for transfer on the books of the
Issuers and receive all benefits and otherwise exercise all rights
of beneficial ownership of such Outstanding Notes, all in accordance
with the terms of an 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
Outstanding Notes tendered hereby and to acquire the New Notes issuable upon the
exchange of such tendered Outstanding Notes, and that the Issuers 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 Issuers.
The undersigned acknowledges that an 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 May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 1, 1991), Sherman & Sterling (available July 2, 1993) and
similar no-action letters (the "Prior No-Action Letters"), that the New Notes
issued in exchange for Outstanding Notes pursuant to an 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 of 1933, as amended (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
to participate in a distribution of such New Notes. The SEC has not, however,
considered an 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 an Exchange Offer as in other circumstances.
The undersigned hereby further represents to the Issuers that
(i) 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,
(ii) neither the undersigned nor any such other person has an arrangement
or understanding with any person to participate in the distribution
of the Outstanding Notes or the New Notes within the meaning of the
Securities Act and
5
(iii) neither the holder nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of either of the
Issuers or, if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities
Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of New Notes.
If the undersigned is a broker-dealer that will receive the New Notes for its
own account in exchange for Outstanding 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 the Securities Act in
connection with any resale of 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
Outstanding Notes in the Exchange Offer with the intention of participating in
any manner in a distribution of the New Notes
(i) 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, 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 comply with such requirements in such instance could
result in the undersigned incurring liability for which the
undersigned is not indemnified by the Issuers.
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 Outstanding
Notes tendered hereby, including the transfer of such Outstanding Notes on the
account books maintained by DTC.
For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted for exchange validly tendered Outstanding Notes of such series when, as
and if the Issuers give oral or written notice thereof to the Exchange Agent.
Any tendered Outstanding Notes that are not accepted for exchange pursuant to
such 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 such 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 Offers -- Withdrawal of Tenders."
The undersigned acknowledges that the Issuers' acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offers -- 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 Offers. The undersigned further agrees that acceptance of any tendered
Outstanding Notes by the Issuers and the issuance of New Notes in exchange
therefor shall constitute performance in full by the Issuers of their
obligations under the exchange and registration rights agreement and that the
Issuers shall have no further obligations or liabilities thereunder for the
registration of the Outstanding Notes or the New Notes.
The Exchange Offers are subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offers -- Conditions to the Exchange
Offers." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuers), the Issuers may not be
required to exchange any of the Outstanding Notes tendered hereby. In such
event, the Outstanding Notes not exchanged will be returned to the undersigned
at the address shown below the signature of the undersigned.
6
Unless otherwise indicated under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Outstanding Notes accepted for
exchange and return any Outstanding Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in the case of a book-entry delivery of
Outstanding 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 Outstanding
Notes accepted for exchange and any Outstanding 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 Outstanding
Notes accepted for exchange in the name(s) of, and return any Outstanding Notes
not tendered or not exchanged to, the person(s) so indicated. The undersigned
recognizes that the Issuers have no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Outstanding
Notes from the name of the registered holder(s) thereof if the Issuers do not
accept for exchange any of the Outstanding Notes so tendered for exchange.
7
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a To be completed ONLY if Outstanding Notes in a
principal amount not tendered, or New Notes issued in principal amount not tendered, or New Notes issued, in
exchange for Outstanding Notes accepted for exchange for Outstanding Notes accepted for exchange,
exchange, are to be issued in the name of someone are to be mailed or delivered to someone other than the
other than the undersigned, or (ii) if Outstanding undersigned, or to the undersigned at an address other
Notes tendered by book-entry transfer which are not than that shown below the undersigned's signature.
exchanged are to be returned by credit to an account Mail or deliver New Notes and/or Old Notes to:
maintained at DTC other than the DTC Account
Number set forth above. Issue New Notes and/or
Outstanding Notes to:
Name: ______________________________________________ Name: ________________________________________________
Address: ___________________________________________ Address: _____________________________________________
____________________________________________________ ______________________________________________________
(include Zip Code) (include Zip Code)
____________________________________________________ ______________________________________________________
(Tax Identification or Social Security Number) (Tax Identification or Social Security Number)
(Please Type or Print) (Please Type or Print)
[_] Credit unexchanged Outstanding Notes delivered by book-entry transfer to
the DTC account number set forth below:
DTC Account Number:
________________________________________________________________________________
8
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 Below)
X
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X
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(Signature(s) of Registered Holder(s) of Outstanding Notes)
Dated _____________________________, 1999
(The above lines must be signed by the registered holder(s) of Outstanding Notes
as you/their name(s) appear(s) on the Outstanding 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 Outstanding 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 Issuers, submit evidence satisfactory to the Issuers
of such person's authority to so act. See Instruction 5 regarding the completion
of this letter of transmittal, printed below.)
Name(s):
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(Please Type or Print)
Capacity (Full Title):
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an
Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Including Zip Code)
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(Area Code and Telephone Number)
Dated: , 1999
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9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Outstanding Notes
of a series or any confirmation of a book-entry transfer to the Exchange Agent's
account at DTC of Outstanding Notes of a series 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 for such series, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Outstanding 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 OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE
HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED 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. NO LETTER OF
TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE ISSUERS.
All questions as to the validity, form, eligibility (including time of
receipt) or acceptance of tendered Outstanding Notes and withdrawal of tendered
Outstanding Notes will be determined by the Issuers in their sole discretion,
which determination will be final and binding. The Issuers reserve the absolute
right to reject any and all Outstanding Notes not properly tendered or any
Outstanding 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
Outstanding Notes. The Issuers' interpretation of the terms and conditions of an
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 Outstanding Notes must be cured
within such time as the Issuers shall determine. Neither the Issuers, the
Exchange Agent nor any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of Outstanding Notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Outstanding Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Outstanding 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 Outstanding Notes, unless
otherwise provided in this letter of transmittal, as soon as practicable
following the Expiration Date.
See "The Exchange Offers" section of the prospectus.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Outstanding Notes and (a) whose Outstanding Notes are not immediately available,
or (b) who cannot deliver their Outstanding Notes (or tender by book-entry
transfer), this letter of transmittal or any other documents required hereby to
the Exchange Agent prior to the applicable 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 Outstanding 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 a firm which is a member of a
registered national securities exchange or of the office or
correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange
Act (an "Eligible Institution");
(ii) prior to the applicable 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 Outstanding Notes, [the series of the Outstanding
Notes,] the registration number(s) of such Outstanding Notes and the
total principal amount of Outstanding Notes tendered, stating that
the tender is being made thereby and guaranteeing that, within three
New York Stock Exchange trading days after such Expiration Date,
this
10
letter of transmittal (or facsimile hereof or an agent's message in
lieu hereof) together with the Outstanding 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
(iii) this letter of transmittal (or a facsimile hereof or an agent's
message in lieu hereof) together with the certificates for all
physically tendered Outstanding 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 New
York Stock Exchange trading days after such Expiration Date.
Any holder of Outstanding Notes who wishes to tender Outstanding 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 applicable Expiration Date. Upon request of the
Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish
to tender their Outstanding Notes according to the guaranteed delivery
procedures set forth above.
See "The Exchange Offers -- Guaranteed Delivery Procedures" section of the
prospectus.
3. TENDER BY HOLDER. Only a holder of Outstanding Notes may tender such
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding
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 Outstanding Notes, either make appropriate arrangements to
register ownership of the Outstanding 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 Outstanding Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Outstanding
Notes is tendered, the tendering holder should fill in the principal amount
tendered in the third column of the box entitled "Description of Outstanding
Notes Tendered" above. The entire principal amount of Outstanding Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Outstanding Notes is
not tendered, then Outstanding Notes for the principal amount of Outstanding
Notes not tendered and New Notes issued in exchange for any Outstanding Notes
accepted will be returned to the holder as promptly as practicable after the
Outstanding 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 Outstanding Notes tendered
hereby, the signature(s) must correspond exactly with the name(s) as written on
the face of the Outstanding Notes without alteration, enlargement or any change
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 Outstanding Notes.
If any tendered Outstanding 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 Outstanding Notes listed and tendered hereby and the New
Notes issued in exchange therefor are to be issued (or any untendered principal
amount of Outstanding Notes is to be reissued) to the registered holder(s), the
said holder(s) need not and should not endorse any tendered Outstanding Notes,
nor provide a separate bond power. In any other case, such holder(s) must either
properly endorse the Outstanding 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 Outstanding
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 to act must be submitted with this letter of transmittal.
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NO SIGNATURE GUARANTEE IS REQUIRED IF (I) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE OUTSTANDING NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE OWNER OF THE TENDERED OUTSTANDING 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 OUTSTANDING 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 Outstanding 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 Outstanding
Notes by book-entry transfer may request that Outstanding Notes not exchanged be
credited to such account maintained at DTC as such noteholder may designate
hereon. If no such instructions are given, such Outstanding 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 Issuers will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to an Exchange Offer.
If, however, New Notes or Outstanding 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
Outstanding Notes tendered hereby, or if tendered Outstanding 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 Outstanding Notes pursuant to an 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 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 Outstanding Notes or New Notes must provide the Issuers (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
Issuers 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 of 31% 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 such 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 Issuers within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuers.
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The Issuers reserve the right in their sole discretion to take whatever
steps are necessary to comply with the Issuers'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
Outstanding Notes will be determined by the Issuers in their sole discretion,
which determination will be final and binding. The Issuers reserve the absolute
right to reject any and all Outstanding Notes not properly tendered or any
Outstanding Notes the Issuers' acceptance of which might, in the opinion of the
Issuers or their counsel, be unlawful. The Issuers also reserve the absolute
right to waive any conditions of an Exchange Offer or defects or irregularities
of tenders as to particular Outstanding Notes. The Issuers' interpretation of
the terms and conditions of an 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 Outstanding Notes must be cured within such time as the Issuers shall
determine. Neither the Issuers, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Outstanding Notes nor shall any of them incur any liability for
failure to give such notification.
10. WAIVER OF CONDITIONS. The Issuers reserve the absolute right to waive,
in whole or part, any of the conditions to an Exchange Offer set forth in the
prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Outstanding Notes will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any holder
whose Outstanding 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
Outstanding 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 an 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
Offers -- 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 OUTSTANDING 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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- ------------------------------------------------------------------------------------------------------------------------------------
Substitute Part 1 -- Please Provide Your Tin in the Box at Right _______________________________
Form W-9 and Certify By Signing and Dating Below Social Security Number
or
______________________________
Employer Identification Number
- ------------------------------------------------------------------------------------------------------------------------------------
Part 2 -- Certification -- Under penalties of perjury, I Part 3 --
certify that:
(1) The number shown on this form is my correct Awaiting TIN [_]
Taxpayer Identification Number (or I have checked the
box in part 3 and executed the certificate of awaiting
taxpayer identification number below) and
- -----------------------------
Name (2) I am not subject to back withholding either because Please Complete the Certificate of
I have not been notified by the Internal Revenue Service Awaiting Taxpayer Identification
- ----------------------------- ("IRS") that I am subject to backup withholding as a Number below.
Address (Number and Street) 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.
City, State and Zip Code --------------------------------------------------------------------------------------------------
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Certificate Instructions -- You must cross out item (2) in Part 2 above if you have been notified
Identification Number (TIN) 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 received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE_________________________________ DATE________________________, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% 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, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number.
- -------------------------------- -----------------------------, 1999
Signature Date
- --------------------------------------------------------------------------------
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