LETTER OF TRANSMITTAL
PENN NATIONAL GAMING, INC.
OFFER TO EXCHANGE ALL OUTSTANDING
11 1/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
FOR
11 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
PURSUANT TO THE PROSPECTUS, DATED JUNE , 2001.
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON JULY 27,
2001, UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
Deliver To: State Street Bank and Trust Company, Exchange Agent
BY MAIL: BY OVERNIGHT COURIER OR HAND DELIVERY IN BOSTON:
State Street Bank and Trust Company State Street Bank and Trust Company
P.O. Box 778 Two Avenue de Lafayette
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attn.: Corporate Trust Department, 5th Floor Attn.: Corporate Trust Department, 5th Floor
Meaghan Haight Meaghan Haight
BY HAND DELIVERY IN NEW YORK: BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS
State Street Bank and Trust Company ONLY):
61 Broadway, 15th Floor State Street Bank and Trust Company
Corporate Trust Window (617) 662-1452
New York, New York 10006 Attn.: Corporate Trust Department
Confirm: (617) 662-1603
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned hereby acknowledges that he or she has received and reviewed
the Prospectus, dated June , 2001 (the "Prospectus") of Penn National
Gaming, Inc., a Pennsylvania corporation (the "Company"), and this Letter of
Transmittal (the "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to
$200,000,000 of its 11 1/8% Series B Senior Subordinated Notes Due 2008 (the
"Series B Notes") for a like principal amount of its outstanding 11 1/8%
Series A Senior Subordinated Notes Due 2008 (the "Series A Notes"). The
Series B Notes 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. The term "Expiration Date" shall mean 5:00 p.m., New York
City time, on July 27, 2001, unless the Company, in its sole discretion, extends
the Exchange Offer, in which case the term shall mean the latest date and time
to which the Exchange Offer is extended. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
IT, INCLUDING THE INSTRUCTIONS WHICH BEGIN ON PAGE 7.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Series A Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The term "Eligible Institution" is a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc.; a commercial bank or trust company having an office or
correspondent in the United States; an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934; or an
"eligible institution" that is a participant in a recognized medallion guarantee
program.
This Letter is to be used if the Holder desires to tender Series A Notes
(i) by delivery of certificates representing such Series A Notes herewith or by
book-entry transfer to an account maintained by the Exchange Agent at The
Depository Trust Company ("DTC") according to the procedures set forth in "The
Exchange Offer--Procedures for Tendering" section of the Prospectus or
(ii) according to the guaranteed delivery procedures set forth in the "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Delivery of documents to The Depository Trust Company (the "Depository") does
not constitute delivery to State Street Bank and Trust Company (the "Exchange
Agent").
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to tender their Series A Notes must
complete this letter in its entirety.
List below the Series A Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amounts
should be listed on a separately signed schedule affixed hereto.
DESCRIPTION OF SERIES A NOTES TENDERED HEREBY
- -------------------------------------------------------------------------------------------------------------------------
(1) (2) (3)
Aggregate Principal
Name(s) and Address(es) of Registered Holder(s) Certificate Amount Represented by Principal Amount
(Please Fill In) Number(s)* Series A Notes Tendered**
- -------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
Total
- -------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount
represented by such Series A Notes. All tenders must be in integral multiples of $1,000.
- -------------------------------------------------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by book-entry transfer:
Name of Tendering Institution __________________________________________
Account Number _________________________________________________________
Transaction Code Number ________________________________________________
/ / CHECK HERE 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: ___________________________________________________________________
2
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 Company the principal amount of the Series A
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of such Series A Notes tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Series A Notes as are being tendered
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 the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that said Exchange Agent acts as the agent of the Company
in connection with the Exchange Offer) with the full power and authority to
assign, transfer and exchange the Series A Notes. The undersigned hereby
represents and warrants that the undersigned has full power and authority to
tender, exchange, assign and transfer the Series A Notes tendered hereby and to
acquire Series B Notes issuable upon the exchange of such tendered Series A
Notes and that when the same are accepted for exchange, the Company will acquire
good and unencumbered title to the tendered Series A Notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim.
The undersigned represents to the Company that (i) the Series B Notes
received pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Series B Notes, whether or not
such person is the undersigned; (ii) neither the undersigned nor any other
person receiving the Series B Notes tendered with this Letter is engaged or
intends to engage in, or has an arrangement or understanding with any person to
participate in, the distribution of such Series B Notes; and (iii) neither the
undersigned nor any other person receiving the Series B Notes tendered with this
Letter is an "affiliate," as defined under Rule 405 of the Securities Act, of
the Company.
If the undersigned or the person receiving the Series B Notes covered hereby
is a broker-dealer that is receiving the Series B Notes for its own account in
exchange for Series A 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 Series B Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. The undersigned and any
such other person, as a condition to participation in this Exchange Offer,
acknowledge that, if they are participating in the Exchange Offer for the
purpose of distributing the Series B Notes, (i) they must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with the resale transaction and (ii) failure to comply with such
requirements in such instance could result in the undersigned or any such other
person incurring liability under the Securities Act for which such persons are
not indemnified by the Company.
The undersigned agrees that it will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the exchange, assignment and transfer of the Series A
Notes tendered hereby. The undersigned further agrees that the Company's
acceptance of any tendered Series A Notes and its issuance of Series B Notes in
exchange therefor shall constitute full performance by the Company of its
obligations under the Registration Rights Agreement. The Company shall have no
further obligations or liabilities thereunder for the registration of the
Series A Notes or the Series B Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions."
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
3
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Registration
Instructions" below, please register the Series B Notes (and, if applicable,
substitute certificates representing Series A Notes for any Series A Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Series A Notes, please credit the Holder's account maintained at
DTC. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the Series B Notes (and, if
applicable, substitute certificates representing Series A Notes for any
Series A Notes not exchanged) to the undersigned at the address shown above in
the box entitled "Description of Series A Notes." The undersigned acknowledges
its understanding that if it is surrendering Series A Notes and has completed
either the "Special Registration Instructions" box or the "Special Deleivery
Instructions" box in this Letter, the signature(s) on this Letter must be
guaranteed by an Eligible Institution.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SERIES A
NOTES" ABOVE AND SIGNING THIS LETTER, OR BY COMPLETING A BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT VIA ATOP PROCEDURES, WILL BE DEEMED TO HAVE
TENDERED THE SERIES A NOTES AS SET FORTH IN SUCH BOX ABOVE.
- -------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if the Series B Notes are to be issued in the name
of someone other than the undersigned.
Issue: Series B Notes to:
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
- ------------------------------------------------------
- ------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if the Series B Notes are to be sent to someone
other than the undersigned, or to the undersigned at and address other than
that shown under "Description of Series A Notes" on this Letter above.
Mail: Series B Notes to:
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
4
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X ____________________________________ ____________________________________
X ____________________________________ ____________________________________
SIGNATURE(S) OF OWNER DATE
This Letter must be signed by the registered Holder(s) as the name(s)
appear(s) on the Series A Notes or on a security position listing as the
owner of the Series A Notes, or by any person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 4.
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No. ________________________________________________
Tax Identification or Social Security No. __________________________________
(COMPLETE
ACCOMPANYING SUBSTITUTE FORM W-9)
SIGNATURE GUARANTEE
(IF REQUIRED--SEE INSTRUCTION 4)
Signature(s) Guaranteed by
An Eligible Institution: ___________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(NAME AND TITLE)
__________________________________________________________________________
(NAME OF FIRM)
__________________________________________________________________________
(PHONE NUMBER INCLUDING AREA CODE)
Dated: ________________________
----------------------------------------------------------------------------
5
PAYOR'S NAME: PENN NATIONAL GAMING, INC.
THIS SUBSITUTE FORM W-9 MUST BE COMPLETED AND
SIGNED BY ALL TENDERING HOLDERS
Please provide your social security number or other taxpayer identification
number on the following Substitute Form W-9 and certifiy therein that you are
not subject to backup withholding.
- ---------------------------------------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR TIN IN TIN: ----------------
THE BOX AT RIGHT AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW Employer Identification Number
- ---------------------------------------------------------------------------------------------------------------
Part 2--Check Box If TIN Applied For / /
- ---------------------------------------------------------------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY,
SUBSTITUTE I CERTIFY THAT:
Form W-9 (1) the number shown on this form is my correct Taxpayer Identification
Department of the Treasury Number (or I am waiting for a number to be issued to me);
Internal Revenue Service (2) I am not subject to backup withholding either because: (a) I am exempt
Payor's Request For from backup withholding, or (b) I have not been notified by the
Taxpayer Identification Internal Revenue Service (the "IRS") that I am subject to backup
Number ("TIN") and withholding as a result of a failure to report all interest or
Certification dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding;
(3) I am a U.S. person (including a U.S. resident alien) and;
(4) any other information provided on this form is true and correct.
SIGNATURE DATE
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting of interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup
withholding.
- ---------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2
OF 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 Administrative 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 by the
time of the exchange, 31 percent of all reportable payments to me
thereafter will be withheld until I provide the number. (The backup
withholding rate will be reduced gradually through 2006, beginning with a
rate of 30.5% after August 6, 2001.)
Date ______________ Signature______________________________________________
---------------------------------------------------------------------------
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND NOTES
All certificates representing Series A Notes or confirmation of any
book-entry transfer to the Exchange Agent's account at DTC, as well as a
properly completed and duly executed copy or facsimile of this Letter, and any
other documents required by this Letter, must be received by the Exchange Agent
at any of its addresses set forth herein on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER, THE SERIES A NOTES AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT OR DEEMED RECEIVED UNDER THE ATOP
PROCEDURES. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY
TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. DELIVERY TO AN ADDRESS OTHER
THAT AS SET FORTH HEREIN, OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS
SET FORTH HEREIN, WILL NOT CONSITITUTE A VALID DELIVERY.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Series A Notes, by execution of this Letter,
or by tendering the Series A Notes via ATOP, as the case may be, shall waive any
right to receive notice of the acceptance of their Series A Notes for exchange.
2. GUARANTEED DELIVERY PROCEDURES
Holders who desire to tender Outstanding Notes for exchange, but who cannot
comply with the procedures for tendering on a timely basis set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering" or
whose Outstanding Notes are not immediately available may tender in one of the
following two ways:
(1)(a) The tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
(i) setting forth the name and address of the Holder, the certificate
number(s) of the Series A Notes tendered and the principal amount of such
Series A Notes, (ii) stating that the tender is being made thereby, and
(iii) guaranteeing that, within five business days after the Expiration
Date, the properly completed and validly executed Letter (or facsimile
thereof), together with the certificates representing the Series A Notes, or
a book-entry confirmation, and any other required documents, will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter (or facsimile thereof),
as well as duly executed certificates representing all tendered Series A
Notes in proper form for transfer, or a book-entry confirmation, and all
other required documents are received by the Exchange Agent within five
business days after the Expiration Date.
or
(2)(a) Prior to the Expiration Date, the Exchange Agent receives an
agent's message from DTC stating that DTC has received an express
acknowledgment from the participant in DTC tendering the Series A Notes that
they have received and agree to be bound by the Notice of Guaranteed
Delivery; and
(b) the Exchange Agent receives, within five business days after the
Expiration Date, either (1) a book-entry confirmation transmitted via DTC's
ATOP procedures, or (2) a properly completed and
7
executed Letter or facsimile thereof, together with the certificate(s)
representing all tendered Series A Notes in proper form for transfer, or a
book-entry confirmation, and all other required documents.
Upon request, the Exchange Agent will send a Notice of Guaranteed Delivery
to a Holder who wishes to tender Outstanding Notes according to the guaranteed
delivery procedures set forth above. Such Holder must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will not,
of itself, affect the validity or effect a revocation of any properly completed
and executed Letter properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS
If less than all of the aggregate principal amount of the Series A Note
evidenced by a submitted certificate is to be tendered, the tendering Holder(s)
should fill in the aggregate principal amount of Series A Notes to be tendered
in the box above entitled "Description of Series A Notes--Principal Amount
Tendered." A reissued certificate representing the balance of untendered
aggregate principal amount of Series A Notes will be sent to such tendering
Holder, unless otherwise provided in the appropriate box on this Letter,
promptly after the Expiration Date. All of the aggregate principal amount of the
Series A Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. Tenders of Series A Notes will be accepted
only in integral multiples of $1,000.
A Holder may withdraw a tender of Series A Notes at any time prior to the
Expiration Date. Thereafter, tenders of Series A Notes are irrevocable. To be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Exchange Agent. Any such notice of withdrawal
must (i) specify the name of the withdrawing Holder, (ii) identify the Series A
Notes to be withdrawn (including the certificate number(s) and principal amount
of such Series A Notes, or, in the case of Series A Notes transferred by
book-entry transfer, the name and number of the account at the book-entry
transfer facility to be credited), (iii) be signed by the Holder in the same
manner as the original signature on this Letter (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee with respect to the Series A Notes register the transfer of
such Series A Notes into the name of the person withdrawing the tender and
(iv) specify the name in which any such Series A Notes are to be registered, if
different from that of the Depositor. Any Series A Notes that have been tendered
but not accepted for exchange will be returned to the Holder thereof without
cost to such Holder as soon as practicable after withdrawal, rejection of tender
or termination of the Exchange Offer.
4. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES
If this Letter is signed by the registered Holder of the Series A Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever. If this Letter is
signed by a DTC participant, the signature must correspond exactly as it appears
on the security position listing as the owner of the Series A Notes.
If any tendered Series A Notes are registered or owned of record by two or
more joint owners, all such owners must sign this Letter.
If any tendered Series A Notes are registered in different names, it will be
necessary to complete, sign and submit as many separate copies of this Letter as
there are different registrations of the Series A Notes.
When this Letter is signed by the registered Holder(s) of the Series A Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the Series B Notes are to be
issued, or any Series A Notes are to be reissued, to a person other than the
registered Holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
8
If this Letter is signed by a person other than the registered Holder(s) of
any certificate(s) specified herein, such certificate(s) must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder(s) appear(s) on the certificate(s), and
signatures on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR SERIES A NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF
A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR BY SUCH OTHER ELIGIBLE
INSTITUTION WITHIN THE MEANING OF RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE SERIES A NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER (WHICH
TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE
DEPOSITORY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE
HOLDER OF SUCH SERIES A NOTES) OF SERIES A NOTES TENDERED WHO HAS NOT COMPLETED
THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY
INSTRUCTIONS" ON THIS LETTER, OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE
INSTITUTION.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS
Tendering Holders of Series A Notes should indicate in the applicable box
the name and address to which the Series B Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing the principal amount of
Series A Notes not exchanged are to be issued or sent, if different from the
name or address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Series A Notes by
book-entry transfer may request that Series A Notes not exchanged be credited to
such amount maintained at the Depository as such Holder may designate. If no
such instructions are given, such Series A Notes not exchanged will be returned
to the name and address of the person signing this Letter or deposited at such
Holder's DTC account.
6. TRANSFER TAXES
The Company shall pay all transfer taxes, if any, applicable to the transfer
and exchange of the Series A Notes to it or its order pursuant to the Exchange
Offer. If a transfer tax is imposed for any other reason other than the transfer
of Series A Notes to the Company or its order pursuant to the Exchange Offer,
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
herewith, 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 Series A notes specified in this
Letter.
9
7. WAIVER OF CONDITIONS
The Company reserves the absolute right to waive satisfaction, in whole or
in part, of any or all conditions set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A NOTES
Any Holder whose Series A 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 procedures for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above. In
addition, all questions relating to the Exchange Offer, as well as requests for
assistance or additional copies of the Prospectus and this Letter, may be
directed to the Company at 825 Berkshire Boulevard, Suite 200, Wyomissing,
Pennsylvania 19610, Attention: Robert S. Ippolito (telephone: (610) 373-2400).
10. VALIDITY AND FORM
The Company will determine in its sole discretion all questions as to the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of tendered Series A Notes, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Series A
Notes not properly tendered or any Series A Notes the Company's acceptance of
which would, in the opinion of counsel for the Company, be unlawful. The Company
also reserves the right to waive any defects, irregularities or conditions of
tender as to particular Series A Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the instructions in this
Letter) will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Series A Notes must be cured within
such time as the Company shall determine. Although the Company intends to notify
Holders of defects or irregularities with respect to tenders of Series A Notes,
neither the Company, the Exchange Agent, nor any other person shall incur
liability for failure to give such notification. Tenders of Series A Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Series A Notes received by the Exchange Agent that are not
properly tendered as to which the defects or irregularities have not been cured
or waived, will be returned by the Exchange Agent to the tendering Holders as
soon as practicable following the Expiration Date.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together with
Series A 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 on or prior to the Expiration Date.
10
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Series A Notes is required
to provide the Exchange Agent with the Holder's correct TIN on Substitute
Form W-9 above. If such Holder is an individual, the TIN is the Holder's social
security number. The Certificate of Awaiting Taxpayer Identification Number
should be completed if the tendering Holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If the
Exchange Agent is not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by the IRS. In addition, payments that are made to such
Holder with respect to tendered Series A Notes may be subject to backup
withholding. False statements, certifications or affirmations may result in
additional civil and/or criminal penalties.
Certain Holders (including, among others, certain corporations, certain
foreign individuals and foreign entities) are not subject to these backup
withholding and reporting requirements. Such a Holder who satisfies one or more
of the conditions set forth in Part 2 of the Substitute Form W-9 should execute
the certification following such Part 2. In order for a foreign Holder to
qualify as an exempt recipient, that Holder must submit to the Exchange Agent a
properly completed IRS Form W-8, signed under penalties of perjury, attesting to
that Holder's exempt status. Such forms can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. The backup withholding rate
will be reduced gradually through 2006, beginning with a rate of 30.5% after
August 6, 2001. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9.
To prevent backup withholding on payments that are made to a Holder with
respect to Series A Notes tendered for exchange, the Holder is required to
notify the Exchange Agent of his or her correct TIN by completing the form
herein certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (i) such Holder is exempt,
(ii) such Holder has not been notified by the IRS that he or she is subject to
backup withholding as a result of failure to report all interest or dividends or
(iii) if the Holder has been subject to backup withholding, that the IRS has
notified such Holder that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT.
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the
Series A Notes. If Series A Notes are in more than one name or are not in the
name of the actual Holder, consult the instructions on IRS Form W-9, which may
be obtained from the Exchange Agent, for additional guidance on which number to
report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.
If the tendering Holder has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future, write "Applied For" in the
space for the TIN on Substitute Form W-9, sign and date the form and the
Certificate of Awaiting Taxpayer Identification Number and return them to the
Exchange Agent. If such certificate is completed and the Exchange Agent is not
provided with the TIN within 60 days, the Exchange Agent will withhold 31% of
all payments made thereafter until a TIN is provided to the Exchange Agent. The
backup withholding rate will be reduced gradually through 2006, beginning with a
rate of 30.5% after August 6, 2001.
11
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers (SSNs) have nine digits separated by two
hyphens: e.g., 000-00-0000. Employer identification numbers (EINs) have nine
digits separated by only one hyphen: e.g., 00-0000000. The table below will help
determine the number to give the payer.
- ------------------------------------------------------ ------------------------------------------------------
GIVE THE SOCIAL
GIVE THE SOCIAL SECURITY SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ------------------------------------------------------ ------------------------------------------------------
1. An individual's account The individual 8. Sole proprietorship The owner(4)
account
2. Two or more individuals The actual owner of the 9. A valid trust, estate, The legal entity (Do not
(joint account) account or, if combined or pension trust furnish the identifying
funds, the first number of the personal
individual on the representative or trustee
account(1) unless the legal entity
itself is not designated
in the account title.)(5)
3. Husband and wife (joint The actual owner of the 10. Corporate account The corporation
account) account or, if combined
funds, the first
individual on the
account(1)
4. Custodian account of a The minor(2) 11. Religious, charitable The organization
minor (Uniform Gift to or educational
Minors Act) organization account
5. Adult and minor (joint The actual owner of the 12. Partnership account The partnership(6)
account) account or, if combined held in the name of the
funds, the first business
individual on the
account(1)
6. Account in the name of The ward, minor, or 13. Association, club or The Organization
guardian or committee incompetent person(3) other tax-exempt
for a designated ward, organization
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1) 14. A broker or registered The broker or nominee
savings trust account nominee
(grantor is also
trustee)
b. So-called trust The actual owner(1) 15. Account with the The public entity
account that is not a Department of
legal or valid trust Agriculture in the
under State law name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- ------------------------------------------------------ ------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's SSN.
(4) Show the name of the owner but you may also enter your business or "doing
business as" name. You may use either your SSN or your EIN (if you have
one). This also applies to a single-member limited liability company that is
disregarded as an entity separate from its owner for federal purposes.
(5) List first and circle the name of the legal trust, estate, or pension trust.
(6) This also applies to a limited liability company (LLC) with at least two
members.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, Form
SS-4, Application for Employer Identification Number, or Form W-7, Application
for IRS Individual Taxpayer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- Certain corporations.
- Certain financial institutions.
- An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), an individual retirement
account, or a custodial account under Section 403(b)(7), if the account
satisfies the requirements of Section 401(f)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- Certain dealers in securities or commodities required to register in the
United States, the District of Columbia or a possession of the United
States.
- Certain real estate investment trusts.
- Certain common trust funds operated by a bank under Section 584(a) of the
Code.
- Certain exempt charitable remainder trusts described in Section 664 of the
Code and certain non-exempt trusts described in Section 4947 of the Code.
- Certain entities registered at all times under the Investment Company Act
of 1940.
- Certain foreign central banks of issue.
- Certain futures commission merchants registered with the Commodity Futures
Trading Commission.
- Certain middlemen known in the investment community as nominees or
custodians.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441
of the Code.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. NOTE: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- Payments described in Section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under Section 1451 of the Code.
- Payments made by certain foreign organizations.
- Mortgage or student loan interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX PROVIDED TO INDICATE THAT YOU ARE
EXEMPT FROM BACKUP WITHHOLDING, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE
INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU
ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING,
FILE WITH THE PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF
FOREIGN STATUS).
Certain payments other than interest dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A and 6050N of the Code and the regulations promulgated
thereunder.
PRIVACY ACT NOTICE.--Section 6109 of the Code requires you to give taxpayer
identification numbers to payers who must report the payments to the IRS. The
IRS uses the numbers for identification purposes. Payers must be given the
numbers whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
(The backup withholding rate will be reduced gradually through 2006, beginning
with a rate of 30.5% after August 6, 2001.) Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure may result in civil or
criminal penalties.
(3) FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false
statement with no reasonable basis which results in no imposition of backup
withholding, you are subject to a penalty of $500. Falsifying certifications
or affirmations may also subject you to criminal penalties including fines
and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
13