LETTER OF TRANSMITTAL
TO TENDER
7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
OF
ALLIANCE GAMING CORPORATION
PURSUANT TO THE PROSPECTUS DATED MAY __, 1996 OF
ALLIANCE GAMING CORPORATION
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE
__, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 7 1/2% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2003 MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
TO:
THE BANK OF NEW YORK, EXCHANGE AGENT
BY MAIL OR BY HAND:
The Bank of New York
101 Barclay Street, Corporate Trust Operations, 7E
New York, New York 10286
Attention: Enrique Lopez
Telephone: (212) 815-2742
BY FACSIMILE:
(212) 571-3080
TOLL FREE NUMBER:
1-800-254-2826
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX, OTHER THAN AS SET FORTH 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. Except as otherwise
provided herein, all signatures on this Letter of Transmittal must be guaranteed
in accordance with the procedures set forth herein. See Instruction 1.
This Letter of Transmittal is to be used only if 7 1/2% Convertible
Subordinated Debentures due 2003 (the "Securities" or the "Old Convertible
Debentures") of Alliance Gaming Corporation ("Alliance") are to be physically
delivered to the Exchange Agent or delivered by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the book-entry transfer procedures set forth in the Prospectus of Alliance dated
May , 1996 (as the same may be amended or supplemented from time to time, the
"Prospectus") under the heading "The Exchange Offer -- Procedures for Tendering
- -- Book-Entry Transfer". See Instruction 2. Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW CONVERTIBLE DEBENTURES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD
CONVERTIBLE DEBENTURES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
Holders whose Securities are not immediately available or who cannot deliver
their Securities and all other required documents to the Exchange Agent, or who
cannot complete the procedure for book-entry transfer, on or prior to the
Expiration Date, may nevertheless tender their Securities in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the heading
"The Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery. See
Instruction 2.
All capitalized terms used herein and not otherwise defined herein are used
herein with the meanings ascribed to them in the Prospectus.
HOLDERS WHO WISH TO TENDER THEIR SECURITIES MUST, AT A MINIMUM, PROVIDE
THEIR NAMES AND ADDRESSES AND COMPLETE COLUMNS (1) AND (2) IN THE BOX HEREIN
ENTITLED "DESCRIPTION OF SECURITIES TENDERED" AND SIGN IN THE APPROPRIATE BOX
BELOW. If only columns (1) and (2) are completed, the holder will be deemed to
have tendered all the Securities listed in the table and all New Convertible
Debentures issued in exchange for the Securities will be automatically converted
into Common Stock if the Automatic Conversion occurs. If a holder wishes to
tender less than all of such Securities, column (3) must be completed in full,
and such holder should refer to Instruction 4. If a holder wishes the New
Convertible Debentures issued upon exchange of his Securities to be converted
into Series E Preferred Stock in the event of the Automatic Conversion, column
(3) must be completed in full, and such holder should refer to instruction 8.
/ / CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number Transaction Code Number
/ / CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _________________________________________
Window Ticket No. (if any): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution which Guaranteed Delivery:
If delivered by book-entry transfer, provide the following information:
DTC Account Number: Transaction Code Number:
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned has made with respect to the
Exchange Offer.
DESCRIPTION OF SECURITIES TENDERED
NAME(S) AND ADDRESS(ES) OF HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SECURITIES)
SECURITIES TENDERED (ATTACH ADDITIONAL SCHEDULE, IF NECESSARY)
(1) (2) (3) (4)
Security Total Principal Principal Amount Principal Amount
Number(s)* Amount of Securities Tendered to Be Converted
(if less than all)** into Series E
Preferred Stock***
Total
*Need not be completed by holders tendering by book-entry transfer (see below).
**Completion of column (2) will constitute the tender by you of all Securities delivered unless
otherwise specified in column (3). See Instruction 4.
***Unless otherwise indicated in column (4), all New Convertible Debentures received in exchange
for Securities tendered hereby will be converted into Common Stock in the event the Automatic
Conversion occurs. See Instruction 8.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges receipt of the
Prospectus and this Letter of Transmittal relating to Alliance's offer to
exchange (the "Exchange Offer") up to $85 million principal amount of the 7 1/2%
Convertible Senior Subordinated Debentures due 2003 of Alliance (the "New
Convertible Debentures") for a like principal amount of the Old Convertible
Debentures, upon the terms and subject to the conditions set forth in the
Prospectus.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Alliance the principal amount of Securities
indicated above.
Subject to, and effective upon, the acceptance by Alliance of the principal
amount of Securities tendered hereby for exchange pursuant to the terms of the
Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon
the order of, Alliance, all right, title and interest in and to, and any and all
claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Securities tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Securities, with full power of substitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (a) deliver
such Securities, or transfer ownership of such Securities on the account books
maintained by DTC, together, in either case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Alliance, (b) present such
Securities for transfer on the books of the Alliance, and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Securities, all in accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Securities
tendered hereby, and to give the waiver contained herein, and (b) when such
Securities are accepted for exchange by Alliance, Alliance will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and none of such Securities will be
subject to any adverse claim or right. The undersigned, upon request, will
execute and deliver all additional documents deemed by the Exchange Agent or
Alliance to be necessary or desirable to complete the sale, assignment and
transfer of the Securities tendered hereby and the giving of the waiver and
release contained herein.
The undersigned understands that tenders of Securities pursuant to any of
the procedures described in the Prospectus under the caption "The Exchange Offer
- -- Procedures for Tendering" and in the instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Exchange Offer.
Alliance's acceptance of such Securities for exchange pursuant to the terms of
the Exchange Offer will constitute a binding agreement between the undersigned
and Alliance upon the terms and subject to the conditions of the Exchange Offer.
The undersigned understands that (a) except to the extent otherwise
indicated in column (4) of the box entitled "Description of Securities
Tendered", in the event the proposed merger between Bally Gaming International,
Inc. and a wholly-owned subsidiary of Alliance (the "Merger") is consummated
within 60 days after the issuance of the New Convertible Debentures in exchange
for the Securities tendered hereby, such New Convertible Securities will be
automatically converted (the "Automatic Conversion") into shares of Common Stock
of Alliance, par value $.10 per share ("Common Stock"), at a conversion price of
$5.56 per share (equivalent to a conversion rate of approximately 180 shares per
$1,000 principal amount of New Convertible Debentures), subject to adjustment
under certain circumstances, (b) to the extent so indicated in column (4) of the
box entitled "Description of Securities Tendered", in the event the Automatic
Conversion occurs, the New Convertible Debentures issued in exchange for the
Securities tendered hereby will be automatically converted into ten shares of
10% Non-Voting Junior Convertible Pay-in-Kind Special Stock, Series E, of
Alliance, par value $.10 per share ("Series E Preferred Stock"), for each $1,000
principal amount of New Convertible Debentures and (c) after the issuance of the
New Convertible Debentures pursuant to the Exchange Offer, the holder of such
New Convertible Debentures will not be able to change the election made by the
undersigned in accordance with this paragraph. See Instruction 8.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives. SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. See the information set
forth under the heading "The Exchange Offer -- Withdrawal of Tenders" in the
Prospectus.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions" below, please issue the New Convertible Debentures, and any
Securities not tendered or not accepted for exchange, in the name(s) of the
registered holder(s) appearing in the box entitled "Description of Securities
Tendered" (and, in the case of Securities tendered by book-entry transfer, by
credit to the account at DTC). Similarly, unless otherwise indicated herein in
the box entitled "Special Delivery Instructions", please deliver the New
Convertible Debentures, together with any Securities not tendered or not
accepted for exchange (and accompanying documents, as appropriate), to the
address(es) of the registered holder(s) appearing in the box entitled
"Description of Securities Tendered". If both the "Special Payment Instructions"
box and the "Special Delivery Instructions" box are completed, please issue the
New Convertible Debentures, and any Securities not tendered or not accepted for
exchange, in the name(s) of, and deliver such New Convertible Debentures and any
such Securities to, the person(s) at the address(es) so indicated. Please return
any Securities tendered hereby and delivered by book-entry transfer, but which
are not accepted for exchange, by crediting the account at DTC. The undersigned
recognizes that Alliance has no obligation pursuant to the "Special Payment
Instructions" box or "Special Delivery Instructions" box provisions of this
Letter of Transmittal to transfer any Securities from the name of the registered
holder(s) thereof if Alliance does not accept any of such Securities for
exchange pursuant to the terms of the Exchange Offer.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
TO BE COMPLETED ONLY IF SECURITIES TO BE COMPLETED ONLY IF SECURITIES NOT
NOT TENDERED OR NOT ACCEPTED FOR ACCEPTED FOR EXCHANGE, AND/OR NEW
EXCHANGE, AND/OR NEW CONVERTIBLE CONVERTIBLE DEBENTURES, ARE TO BE SENT
DEBENTURES, ARE TO BE ISSUED IN THE TO SOMEONE OTHER THAN THE UNDERSIGNED,
NAME OF SOMEONE OTHER THAN THE UNDER- OR TO THE UNDERSIGNED AT AN ADDRESS
SIGNED. OTHER THAN THAT SHOWN ABOVE.
Issue: / / Securities Deliver: / / Securities
/ / New Convertible Debentures to: / / New Convertible Debentures
to:
Name: Name:
(Please (Please Print)
Print) Address:
Address:
Zip Code
Zip Code
SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES
REGARDLESS OF WHETHER SECURITIES ARE BEING PHYSICALLY
DELIVERED HEREWITH)
X
Signature(s) of Holder(s) or Authorized Signatory
Date:, 1996
Must be signed by the registered holder(s) of the Securities tendered
hereby exactly as their name(s) appear(s) on such Securities or, if
tendered by a participant in DTC, exactly as such participant's name
appears on a security position listing as the owner of the Securities,
or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Letter of Transmittal.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, agent or other person acting
in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.
Name(s):
(Please Print)
Capacity (full title):
Address:
(Including Zip Code)
Area Code and Telephone No.
SIGNATURE GUARANTEE (See Instructions 1 and 5 below)
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code)
of Eligible Institution)
(Authorized Signature)
(Printed Name)
(Title)
Date: , 1996
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or 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 any other "Eligible Guarantor Institution" as such term
is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each of the foregoing being referred to herein as an "Eligible Institution")
unless (a) this Letter of Transmittal is signed by the registered holder of the
Securities tendered herewith (or by a participant in DTC whose name appears on a
security position listing as the owner of such Securities) and neither the
"Special Payment Instructions" box nor the "Special Delivery Instructions" box
of this Letter of Transmittal has been completed or (b) such Securities are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SECURITIES; GUARANTEED DELIVERY
PROCEDURES. To validly tender Securities, a confirmation of any book-entry
transfer into the Exchange Agent's account with DTC of Securities tendered
electronically, or physical delivery of Securities as well as properly completed
and duly executed copy or facsimile of this Letter of Transmittal together with
any signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth on
the cover page hereof on or prior to the Expiration Date. If Securities are
forwarded to the Exchange Agent in multiple deliveries, a properly completed and
validly executed Letter of Transmittal must accompany each such delivery.
If a holder desires to tender Securities pursuant to the Exchange Offer and
(a) such Securities are not immediately available, (b) time will not permit this
Letter of Transmittal, such Securities or all other required documents to reach
the Exchange Agent prior to the Expiration Date or (c) such holder cannot
complete the procedures for book-entry transfer on or prior to the Expiration
Date, such holder may effect a tender of Securities in accordance with the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery".
Pursuant to such procedure:
(a) such tender must be made by or through an Eligible Institution;
(b) on or prior to the Expiration Date, the Exchange Agent must have
received from such Eligible Institution, at the address of the Exchange
Agent set forth on the cover page hereof, a properly completed and validly
executed Notice of Guaranteed Delivery (by telegram, facsimile, mail or hand
delivery) in substantially the form provided by Alliance, setting forth the
name and address of the registered holder and the principal amount of
Securities being tendered and stating that the tender is being made thereby
and guaranteeing that, within three New York Stock Exchange trading days
after the date of the Notice of Guaranteed Delivery, this Letter of
Transmittal validly executed (or a facsimile hereof), together with the Old
Convertible Debentures (or confirmation of book-entry transfer of such Old
Convertible Debentures into the Exchange Agent's account with DTC), and any
other documents required by this Letter of Transmittal and these
instructions, will be deposited by such Eligible Institution with the
Exchange Agent; and
(c) this Letter of Transmittal or a facsimile hereof, properly completed
and validly executed, together with any required signature guarantees, the
Securities in proper form for transfer (or confirmation of book-entry
transfer into the Exchange Agent's account with DTC) and all other documents
required by this Letter of Transmittal must be received by the Exchange
Agent within three New York Stock Exchange trading days after the date of
such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SECURITIES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE DTC SYSTEM, TO THE
EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, THE MAILING SHOULD BE MADE
SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF SECURITIES WILL BE ACCEPTED. BY EXECUTION OF THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), ALL TENDERING HOLDERS WAIVE ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR SECURITIES FOR EXCHANGE.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Securities Tendered" is inadequate, the certificate numbers of the Securities
and the principal amount of Securities tendered should be listed on a separate
schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). Tenders of Securities will be accepted only in integral multiples of
$1,000 principal amount. The aggregate principal amount of all Securities
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If tenders of Securities are made with respect to less than
the entire principal amount of Securities delivered herewith, Securities in the
aggregate principal amount not tendered will be issued and sent to the
registered holder, unless otherwise specified in the "Special Payment
Instructions" or "Special Delivery Instructions" boxes in this Letter of
Transmittal.
5. SIGNATURES ON LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Securities tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of such Securities without alteration, enlargement or any
other change whatsoever. If this Letter of Transmittal is signed by a
participant in DTC whose name is shown on a security position listing as the
owner of the Securities tendered hereby, the signature must correspond with the
name shown on the security position listing as the owner of the Securities.
If any Securities tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any Securities tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal, and any necessary accompanying documents, as there are
different registrations of such Securities.
If this Letter of Transmittal is signed by the registered holder of
Securities tendered hereby, no endorsements of such Securities or separate bond
powers are required, unless the New Convertible Debentures are to be issued to,
or Securities not tendered or not accepted for exchange are to be issued in the
name of, a person other than the registered holder(s), in which case the
Securities tendered hereby must be endorsed or accompanied by appropriate bond
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such Securities (and with respect to a participant in DTC whose
name appears on a security position listing as the owner of Securities, exactly
as the name(s) of the participant(s) appear(s) on such security position listing
as the owner of the Securities). Signatures on such Securities and bond powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Securities tendered hereby, the Securities must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Securities.
Signatures on such Securities and bond powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal or any Securities or bond powers are signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Alliance of such person's authority so to act must be submitted with this Letter
of Transmittal.
6. TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
Alliance will pay all transfer taxes with respect to the delivery and exchange
of Securities pursuant to the Exchange Offer. If, however, the New Convertible
Debentures, or Securities not tendered or not accepted for exchange, are to be
issued in the name of a person other than the registered holder(s), the amount
of any transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be payable by the tendering holder unless evidence satisfactory to Alliance
of the payment of such taxes, or exemption therefrom, is submitted. Except as
provided in this Instruction 6, it will not be necessary for transfer tax stamps
to be affixed to the Securities tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the New Convertible
Debentures, or Securities not tendered or not accepted for exchange, are to be
issued in the name of a person other than the person(s) signing this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal but at an
address other than that shown in the box entitled "Description of Securities
Tendered", the appropriate boxes in this Letter of Transmittal must be
completed. All Securities tendered by book-entry transfer and not accepted for
exchange will be returned by crediting the account at DTC as the account from
which such Securities were delivered.
8. ELECTION TO RECEIVE SERIES E PREFERRED STOCK UPON AUTOMATIC
CONVERSION. If a holder tendering Securities pursuant to the Exchange Offer
desires to receive Series E Preferred Stock upon the Automatic Conversion with
respect to all or any part of the New Convertible Debentures issued in exchange
for such Securities, such holder must so indicate in column (4) of the box
entitled "Description of Securities
Tendered". Except to the extent so indicated, in the event the Automatic
Conversion occurs, all of the New Convertible Debentures issued in exchange for
the Securities tendered hereby will be automatically converted into shares of
Common Stock. Elections to receive shares of Series E Preferred Stock upon the
Automatic Conversion will be accepted only in integral multiples of $1,000
principal amount.
9. TAXPAYER IDENTIFICATION NUMBER. Each tendering holder is required to
provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN"), generally, the holders' social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify whether such person is subject
to backup withholding of federal income tax.
A holder must cross out item (2) in the Part III Certification box of
Substitute Form W-9 if such holder is subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
holder to 31% federal income tax backup withholding on the reportable payments
made to the holder or other payee with respect to Securities exchanged pursuant
to the Exchange Offer. The box entitled "Applied For" in Part I of the form
should be checked 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. If the
"Applied For" box is checked and the Exchange Agent is not provided with a TIN
within 60 days, thereafter the Exchange Agent will hold 31% of all reportable
payments until a TIN is provided to the Exchange Agent.
10. CONFLICTS. In the event of any conflict between the terms of the
Prospectus and the terms of this Letter of Transmittal, the terms of the
Prospectus will control.
11. IRREGULARITIES. All questions as to the form of all documents, the
validity (including time of receipt) and acceptance of tenders of the Securities
will be determined by Alliance, in its reasonable discretion, and Alliance's
determination shall be final and binding. Alternative, conditional or contingent
tenders of Securities will not be valid. Alliance reserves the absolute right to
reject any or all tenders of Securities that are not in proper form or the
acceptance of which, in Alliance's opinion, would be unlawful. Alliance also
reserves the absolute right to waive any defects, irregularities or conditions
of tender as to particular Securities. If Alliance waives its right to reject a
defective, irregular or conditional tender of Securities, the holder will be
entitled to New Convertible Debentures in exchange for such Securities.
Alliance's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Securities
must be cured within such time as Alliance determines, unless waived by
Alliance. Tenders of Securities shall not be deemed to have been made until all
defects and irregularities have been waived by Alliance or cured. None of
Alliance, the Dealer Managers, the Exchange Agent, the Information Agent, the
trustee under the indenture for the Securities (the "Trustee") or any other
person will be under any duty to give notice of any defects or irregularities in
tenders of Securities, or will incur any liability to holders for failure to
give any such notice.
12. WAIVER OF CONDITIONS. Alliance reserves the absolute right, in its
sole discretion, to waive any or all of the conditions to the Exchange Offer
(except for any required approvals of the Nevada Gaming Commission and the
Mississippi Gaming Commission).
13. MUTILATED, LOST OR MISSING CERTIFICATES. If a holder desires to tender
Securities pursuant to the Exchange Offer but such Securities have been
mutilated, lost, stolen or destroyed, such holder should write to or telephone
the Trustee, at the address or telephone number listed in the Prospectus, about
procedures for obtaining replacements for such Securities or arranging for
indemnification or any other matter that requires handling by the Trustee.
14. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or request
for assistance or additional copies of the Prospective, this Letter of
Transmittal and/or the Notice of Guaranteed Delivery may be directed to the
Information Agent at its telephone number and address set forth below.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder whose tendered Securities are
accepted for exchange is required by law to provide the Exchange Agent (as
payer) with such holder's correct TIN on Substitute Form W-9 below. If such
holder is an individual, the TIN is his or her social security number. If the
Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and delivery of New Convertible
Debentures may be subject to backup withholding.
Certain holders (including, among others, corporations) are not subject to
these backup withholdings and reporting requirements. Exempt holders should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
properly completed IRS Form W-8, signed under penalties of perjury, attesting to
such individual's exempt status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any reportable payments made to the holder or other payee. 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 an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on reportable payments made with respect to
Securities accepted for exchange pursuant to the Exchange Offer, the holder is
required to notify the Exchange Agent of such holder's correct TIN by completing
the form below, certifying that the TIN provided on the Substitute Form W-9 is
correct (or that such holder is awaiting a TIN) and that (a) such holder is
exempt from backup withholding, (b) such holder has not been notified by the
Internal Revenue Service that he is subject to backup withholding as a result of
a failure to report all interest or dividends or (c) the Internal Revenue
Service has notified such holder that such holder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the holder of the
Securities tendered hereby. If the Securities are held in more than one name or
are not held in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: THE BANK OF NEW YORK
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of person or
entity whose number you furnish in Part I below):
Check appropriate box: / / Individual/Sole proprietor
/ / Corporation / / Partnership / / Other
Address (number, street, and apt. or suite no.):
City, state, and ZIP code:
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") PART II PAYEES EXEMPT
Enter you TIN below. For individuals, this is your social security FROM BACK WITHHOLDING
number. For other entities, it is your employer identification Check box (see page 2
number. Refer to the chart on page 1 of the Guidelines for of the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form further clarification.
W-9 (the "Guidelines") for further clarification. If you do not Even if you are exempt
have a TIN, see instructions on how to obtain a TIN on page 2 of from backup
the Guidelines, check the appropriate box below indicating that you withholding, you
have applied for a TIN and, in addition to the Part III should still complete
Certification, sign the attached Certification of Taxpayer Awaiting and sign the
Identification Number. certification below):
Social security number:
/ / / / / / - / / / / / / - / / / / / / / / EXEMPT
/ / Applied For
Employer identification number:
/ / / / - / / / / / / / / / / / / / /
PART III CERTIFICATION
Certification Instructions: You must cross out item 2 below if you have been notified by the
Internal Revenue Service (the "IRS") that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return (see page 2 of the
Guidelines for further clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am
waiting for a number to be issued to me), and
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 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.
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX
"APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to
me, and either (a) I have mailed or delivered an application to receive a
TIN to the appropriate IRS Center or Social Security Administration Office,
or (b) I intend to mail or deliver an application in the near future. I
understand that I must provide a TIN to the payer within 60 days of
submitting this Substitute Form W-9 and that if I do not provide a TIN to
the payer within 60 days, the payer is required to withhold 31% of all
reportable payments thereafter to me until I furnish the payer with a TIN.
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Signature
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Date
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
ABCDEF
Wall Street Plaza
New York, NY 10005
Toll Free (800) 223-2064
Banks and Brokerage
Firms please call collect:
(212) 440-9800