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EXHIBIT 99.1
LETTER OF TRANSMITTAL
ASBURY AUTOMOTIVE GROUP, INC.
OFFER FOR ALL OUTSTANDING 9%
SENIOR SUBORDINATED NOTES DUE 2012
IN EXCHANGE FOR
UP TO $250,000,000 PRINCIPAL AMOUNT OF
9% SENIOR SUBORDINATED NOTES DUE 2012
PURSUANT TO THE PROSPECTUS, DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
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BY REGISTERED OR CERTIFIED BY OVERNIGHT COURIER: BY HAND: BY FACSIMILE:
MAIL: The Bank of New York The Bank of New York The Bank of New York
The Bank of New York Reorganization Department Reorganization Reorganization Department
Attn: Diane Amoroso Attn: Diane Amoroso Department Attn: Diane Amoroso
15 Broad Street, 16th Floor 15 Broad Street, 16th Floor Attn: Diane Amoroso (212) 235-2261
New York, New York 10007 New York, New York 10007 15 Broad Street, 16th Floor CONFIRM BY TELEPHONE:
New York, New York 10007 (212) 235-2353
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FOR INFORMATION, CALL:
(212) 235-2353
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received the prospectus,
dated , 2002 (the "Prospectus"), of Asbury Automotive Group Inc., a Delaware
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 $250,000,000 of registered 9% senior
subordinated notes due 2012 (the "New Notes") of the Company for an equal
principal amount of the Company's outstanding 9% senior subordinated notes due
2012 (the "Original Notes"). Capitalized terms used but not defined herein shall
have the same meaning given to them in the Prospectus.
For each Original Note accepted for exchange, the holder of such Original
Note will receive a New Note having a principal amount equal to that of the
surrendered Original Note. Interest on the New Notes will accrue at a rate of 9%
per annum and be payable semiannually in arrears on each June 15 and
December 15, commencing December 15, 2002. The New Notes will mature on
June 15, 2012. The terms of the New Notes are substantially identical to the
terms of the Original Notes, except that the New Notes will not contain terms
with respect to transfer restrictions and will not require the Company to
consummate a registered Exchange Offer.
If (i) neither a registration statement relating to the Exchange Offer (the
"Exchange Offer Registration Statement") nor a shelf registration statement with
respect to the Original Notes (the "Shelf Registration Statement") and, together
with the Exchange Offer Registration Statement, the "Registration Statements")
has been filed on or prior to 90 days after the original issue date of the
Original Notes, (ii) any of such Registration Statements is not declared
effective on or prior to 180 days after the original issue date of the Original
Notes (the "Effectiveness Target Date"), (iii) the
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Company fails to consummate the Exchange Offer within 30 business days of the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) the Shelf Registration Statement or the Exchange Offer
Registration is declared effective but thereafter ceases to be effective or
usable in connection with resales of transfer restricted securities (as defined
in the Prospectus) during the periods specified (each such event referred to in
clauses (i) to (iv) above, a "Registration Default"), then commencing on the day
after the occurrence of such Registration Default, the Company shall pay Special
Interest on the Original Notes at a rate per annum equal to $.05 per week per
$1,000 principal amount of the Original Notes held, which rate shall increase by
an additional $.05 per week per $1,000 principal amount of the Original Notes on
the first day of any subsequent 90-day period that the Registration Default
remains uncured up to a maximum rate equal to $.50 per week per $1,000 principal
amount of Original Notes. Following the cure of all Registration Defaults, the
accrual of Special Interest will cease.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Original Notes of any extension as
promptly as practicable by oral or written notice thereof.
This Letter is to be completed by a holder of Original Notes either if
certificates are to be forwarded herewith or if a tender of Original Notes, if
available, is to be made by book-entry transfer to the account maintained by the
Bankers Trust Company (the "Exchange Agent") at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
"The Exchange Offer" section of the Prospectus. Holders of Original Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Original Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their
Original Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to 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.
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List below the Original Notes to which this Letter relates. If the space
provided below is inadequate, the numbers and principal amount at maturity of
Original Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF ORIGINAL NOTES
1 2 3
AGGREGATE
PRINCIPAL AMOUNT
OF ORIGINAL NOTES PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY OF ORIGINAL NOTES
(PLEASE FILL IN, IF BLANK) NUMBER(S)* CERTIFICATE TENDERED**
TOTAL
* Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original
Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered
must be in denominations of principal amount at maturity of $1,000 and any integral multiple thereof. See
Instruction 1.
</Table>
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
Account Number ________________________ Transaction Code Number ________________
/ / CHECK HERE IF TENDERED ORIGINAL 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 which guaranteed delivery __________________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
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: _______________________________________________________________________
_________________________________________________________________________
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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 aggregate principal amount at
maturity of the Original Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Original Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Original Notes as are being
tendered hereby.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company 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 by the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Original Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the holder of such Original Notes nor
any such other person is engaged in, or intends to engage in a distribution of
such New Notes, or has an arrangement or understanding with any person to
participate in the distribution of such New Notes, and that neither the holder
of such Original Notes nor any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act of 1933 (the "Securities Act"), of the
Company.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Original Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act), without compliance with the registration and
Prospectus delivery provisions of the Securities Act, provided that: (1) such
holders are not affiliates of the Company within the meaning of Rule 405 under
the Securities Act; (2) such New Notes are acquired in the ordinary course of
such holders' business; and (3) such holders are not engaged in, and do not
intend to engage in, a distribution of such New Notes and have no arrangement or
understanding with any person to participate in the distribution of such New
Notes. However, the staff of the Commission has not considered the Exchange
Offer in the context of a no-action letter, and there can be no assurance that
the staff of the Commission would make a similar determination with respect to
the Exchange Offer as in other circumstances. If a holder of Original Notes is
an affiliate of the Company, and is engaged in or intends to engage in a
distribution of the New Notes or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such holder could not rely on the applicable interpretations of
the staff of the Commission and must comply with the registration and Prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Original Notes, it represents that the
Original Notes to be exchanged for the New Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it
will deliver a Prospectus 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 admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. 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
survive, the death or incapacity of the undersigned. This tender may be
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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 Issuance
Instructions" below, please deliver the New Notes in the name of the undersigned
or, in the case of a book-entry delivery of Original Notes, please credit the
account indicated above maintained at the Book-Entry Transfer Facility.
Similarly, unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes to the undersigned at the address
shown above in the box entitled "Description of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
- ------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates of Original Notes not exchanged
and/or New Notes are to be issued in the name of and sent to someone other
than the person(s) whose signature(s) appear(s) on this Letter above, or if
Original Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account indicated above.
Issue New Notes and/or Original Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
/ / Credit unexchanged Original Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates of Original Notes not exchanged
and/or New Notes are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter above or to such person(s) at an
address other than shown in the box entitled "Description of Original Notes"
on this Letter above.
Mail New Notes and/or Original Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
x: , 2002
x: , 2002
(SIGNATURE(S) OF OWNER(S)) (DATE)
Area Code and Telephone Number:
If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the
name(s) appear(s) on the certificate(s) for the Original 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 3.
Name(s):
(PLEASE TYPE OR PRINT)
Capacity:
Address:
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature Guaranteed by
an Eligible Institution:
(AUTHORIZED SIGNATURE)
(TITLE)
(NAME AND FIRM)
Dated: , 2002
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<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
REGISTERED 9% SENIOR SUBORDINATED NOTES DUE 2012 FOR
UP TO $250,000,000 PRINCIPAL AMOUNT OF OUTSTANDING 9% SENIOR SUBORDINATED NOTES
DUE 2012
OF ASBURY AUTOMOTIVE GROUP, INC.
1. DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Original Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering" section of the Prospectus. Certificates for all
physically tendered Original Notes, or Book-Entry Confirmation, as the case may
be, as well as a properly completed and duly executed letter of transmittal (or
facsimile thereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Original Notes tendered hereby must be in
denominations of $1,000 and any integral multiple thereof.
Holders of Original Notes whose certificates for Original Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Original Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed letter of transmittal (or facsimile thereof) and notice of
guaranteed delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Original Notes, the certificate number or numbers of
such Original Notes and the principal amount of Original Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange trading days after the Expiration Date, the letter of
transmittal (or facsimile thereof), together with the certificate or
certificates representing the Original Notes to be tendered in proper form for
transfer, or a book-entry confirmation, as the case may be, and any other
documents required by this Letter will be deposited by the Eligible Institution
(as defined below) with the Exchange Agent, and (iii) such properly completed
and executed letter of transmittal (or facsimile thereof), as well as the
certificate or certificates representing all tendered Original Notes in proper
form for transfer, or a book-entry confirmation, as the case may be, and all
other documents required by this Letter are received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date.
The method of delivery of this Letter, the Original Notes and all other
required documents is at the election and risk of the tendering holders. Instead
of delivery by mail, it is recommended that holders 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 Original Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or nominees
to effect the tenders for such holders.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER); WITHDRAWALS.
If less than all of the Original Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Original Notes to be tendered in the box above entitled
"Description of Original Notes--Principal Amount of Original Notes Tendered." A
newly reissued certificate for the Original Notes submitted but not tendered
will be sent to such
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holder as soon as practicable after the Expiration Date. All of the Original
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Original Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that they have
accepted the tender of Original Notes pursuant to the Exchange Offer;
(ii) specify the name of the Original Notes; (iii) contain a description of the
Original Notes to be withdrawn, the certificate numbers shown on the particular
certificates evidencing such Original Notes and the principal amount of Original
Notes represented by such certificates; and (iv) be signed by the holder in the
same manner as the original signature on this Letter (including any required
signature guarantee). The Exchange Agent will return the properly withdrawn
Original Notes promptly following receipt of notice of withdrawal. If Original
Notes have been tendered pursuant to the procedure for book-entry transfer, any
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility to be credited with the withdrawn Original Notes or
otherwise comply with the book-entry transfer facility's procedures. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be final
and binding on all parties.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Original Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder (which term, for the
purposes described herein, shall include the book-entry transfer facility whose
name appears on a security listing as the owner of the Original Notes) of the
Original Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued to a person other than the registered holder, then endorsements
of any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificates must be guaranteed by an Eligible Institution
(as defined below).
If this Letter is signed by a person other than the registered holder or
holders of any Original Notes specified therein, such certificate(s) must be
endorsed by such registered holder(s) or accompanied by separate written
instruments of transfer or endorsed in blank by such registered holder(s)
exchange in form satisfactory to the Company and duly executed by the registered
holder, in either case signed exactly as such registered holder(s) name or names
appear(s) on the Original Notes.
If the Letter or any certificates of Original Notes or separate written
instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorney-in-fact, officers of corporations
or others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and unless waived by the Company, evidence
satisfactory to the Company of their authority to so act must be submitted with
the Letter.
Signature on a Letter or a notice of withdrawal, as the case may be, must be
guaranteed by an Eligible Institution unless the Original Notes tendered
pursuant thereto are tendered (i) by a registered holder who has not completed
the box entitled "Special Payment Instructions" or "Special Delivery
Instructions" on the Letter or (ii) for the account of an Eligible Institution.
In the event that signatures on a Letter or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantee must be by a member firm
of a registered national securities exchange or of the National
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Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (an "Eligible Institution").
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Original Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
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 Original Notes by book-entry transfer may request
that Original Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Original Notes not exchanged will be returned to
the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
An exchange of Original Notes for New Notes will not be treated as a taxable
exchange or other taxable event for U.S. federal income tax purposes. In
particular, no backup withholding or information reporting is required in
connection with such an exchange. However, U.S. federal income tax law generally
requires that payments of principal and interest, including any Special
Interest, on a note to a holder be subject to backup withholding unless such
holder provides the Company (as payor) or other payor with such holder's correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or otherwise
establishes a basis for exemption. If such holder is an individual, the TIN is
his or her social security number. If the payor is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, such
holder may be subject to backup withholding in an amount between 28% and 31%,
depending on the year, of all reportable payments of principal and interest,
including any Special Interest.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding on reportable payments of principal and
interest, including any Special Interest, by the Company (when acting as payor),
each tendering holder of Original Notes must provide its correct TIN by
completing the "Substitute Form W-9" set forth below, certifying that the TIN
provided is correct (or that such holder is awaiting a TIN) and that (i) the
holder is exempt from backup withholding, (ii) the holder has not been notified
by the Internal Revenue Service that such holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding. If the tendering holder of Original
Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8BEN
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding, or other appropriate Form W-8. These forms may be obtained from the
Exchange Agent. If the Original Notes are in more than one name or are not in
the name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: checking this box and writing "applied for" on the form
means that such holder has already applied for a TIN or that such holder intends
to apply for one in the near future. If a holder checks the box in Part 2 of the
Substitute Form W-9 and writes "applied for" on that form, backup withholding at
a rate between 28% and 31%, depending on the year, will nevertheless apply to
all reportable payments made to such holder. If such a holder furnishes its TIN
to the Company within 60 calendar days, however, any amounts so withheld shall
be refunded to such holder.
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Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
6. TRANSFER TAXES.
Holders who tender their Original Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith. If, however, New Notes are to
be delivered to, or are to be issued in the name of, any person other than the
registered holder of the Original Notes tendered hereby, or if tendered Original
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
exchange of Original Notes in connection with 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 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure 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.
<Page>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: ASBURY AUTOMOTIVE GROUP, INC.
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SUBSTITUTE PART 1--PLEASE PROVIDE TIN: ----------------
YOUR TIN IN THE BOX AT Social Security Number or
RIGHT AND CERTIFY BY Employer Identification Number
SIGNING AND DATING BELOW
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FORM W-9 PART 2--TIN Applied For / /
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Department of the Treasury CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Internal Revenue Service
Payer's Request for Taxpayer (1) The number shown on this form is my correct Taxpayer
Identification Number ("TIN") Identification Number (or I am waiting for a number to be issued
and Certification to me),
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Signature Date
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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 returns and
you have not been notified by the IRS that you are no longer subject to backup withholding.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
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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 by the time of payment, between 28% and 31%,
depending on the year, of all reportable payments made to me thereafter
will be withheld until I provide a number.
Signature ______________________________________________ Date______________
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