LETTER OF TRANSMITTAL
FOR
121/4% SUBORDINATED NOTES DUE 2003
OF
REGENCY HEALTH SERVICES, INC.
PURSUANT TO THE PROSPECTUS DATED ____________, 1996
BY
REGENCY HEALTH SERVICES, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON __________________, UNLESS EXTENDED.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To: EXCHANGE AGENT
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
BY MAIL: BY HAND DELIVERY:
U.S. Trust Company of California, N.A. U.S. Trust Company of California, N.A.
c/o United States Trust Company of New York 111 Broadway, Lower Level
P.O. Box 841, Peter Cooper Station New York, New York 10036-1906
New York, New York 10276-0841 Attn: Corporate Trust and Agency Services
Attn: Corporate Trust and Agency Services
BY OVERNIGHT DELIVERY: FACSIMILE TRANSMISSION:
U.S. Trust Company of California, N.A. (212) 420-6504
770 Broadway, 13th Floor TO CONFIRM RECEIPT:
New York, NY 10003 (800) 225-2398
Attn: Corporate Trust and Agency Services
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated
_____________, 1996 (the "Prospectus"), of Regency Health Services, Inc., a
Delaware corporation (the "Company"), and this Letter of Transmittal, including
the instructions hereto, that together with the Prospectus constitute the
Company's offer (the "Exchange Offer") to exchange its 121/4% Subordinated Notes
due 2003 that have been registered under the Securities Act of 1933, as amended,
(the "Securities Act") (the "Exchange Notes") for any and all of the outstanding
121/4% Subordinated Notes due 2003 of the Company (the "Outstanding Notes"), at
the rate of $1,000 principal amount of the Exchange Notes for each $1,000
principal amount of the Outstanding Notes. Capitalized terms used but not
defined herein have the meanings given to them in the Prospectus.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
This Letter of Transmittal is to be used whether the Outstanding Notes are
to be physically delivered herewith, or whether guaranteed delivery procedures
or book-entry delivery procedures are being used, pursuant to the procedures set
forth under "The Exchange Offer--Procedures for Tendering" in the Prospectus.
If a Registered Holder desires to tender Outstanding Notes and such Outstanding
Notes are not immediately available or time will not permit all documents
required by the Exchange Offer to reach the Exchange Agent (or such Registered
Holder is unable to complete the procedure for book-entry transfer on a timely
basis) prior to the Expiration Date, a tender may be effected in accordance with
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering."
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
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby irrevocably sells, assigns and transfers to or upon the order
of the Company all right, title and interest in and to such Outstanding Notes.
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 also acts as the agent of the Company) with
respect to such Outstanding Notes, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to take such further action as may be required in connection with the delivery
and tender of the Old Notes.
The undersigned understands that tenders of the Outstanding Notes pursuant
to any one of the procedures described under "The Exchange Offer -- Procedures
for Tendering" in the Prospectus and in the instructions hereto will constitute
a binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions of the Exchange Offer. The undersigned
hereby represents and warrants that the undersigned accepts the terms and
conditions of the Exchange Offer, has full power and authority to tender,
exchange, assign and transfer the Outstanding Notes tendered hereby, and that
when the same are accepted for exchange by the Company, 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 or right. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or the Company to be reasonably necessary or
desirable to complete the sale, assignment and transfer the Outstanding Notes
tendered hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal 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.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Outstanding Notes tendered. Outstanding Notes not accepted for exchange or
withdrawn will be returned to the undersigned at the address set forth below
unless otherwise indicated under "Special Delivery Instructions" below.
Unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send Exchange Notes to the undersigned at the
address shown below the signature of the undersigned.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "SEC") that the Exchange Notes issued pursuant to the Exchange
Offer in exchange for the Outstanding Notes may be offered for resale, resold
and otherwise transferred by holders thereof (other than (i) a broker-dealer who
purchased such Outstanding Notes directly from the Company to resell pursuant to
Rule 144A or any other available exemption under the Securities Act, or (ii) any
such holder which 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 such Exchange
Notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement with any person to participate in the distribution
of such Exchange Notes.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
beneficial owners in connection with the Exchange Offer are being acquired by
the undersigned and any beneficial owners in the ordinary course of business of
the undersigned and any beneficial owners, (ii) the undersigned and each
beneficial owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes, and (iii) the undersigned and each
beneficial owner acknowledge and agree that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act, in connection with a secondary resale transaction of the Exchange Notes
acquired by such person and cannot rely on the position of the staff of the SEC
described above.
The undersigned and each beneficial owner understand that a secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K of the SEC. Except as
otherwise disclosed to the Company in writing, the undersigned hereby represents
and warrants that neither it nor any beneficial owner is an "affiliate" (as
defined in Rule 405 of the Securities Act) of the Company.
If the undersigned or any beneficial owner is a "broker" or "dealer"
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
undersigned understands and acknowledges that it and any such beneficial owner
may be deemed to be an "underwriter" within the meaning of the Securities Act
and, therefore, must deliver a prospectus relating to the Exchange Notes in
connection with any resales by it or any beneficial owner of Exchange Notes
acquired for its own account or the account of any beneficial owner in the
Exchange Offer. If the undersigned or any
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beneficial owner is a "broker" or "dealer" that acquired Outstanding Notes for
its own account pursuant to its market-making or other trading activities (other
than Outstanding Notes acquired directly from the Company), the undersigned and
any beneficial owner may use the Prospectus to satisfy the prospectus delivery
requirements of the Securities Act. Notwithstanding the foregoing, the
undersigned does not thereby admit that it or any beneficial owner is an
"underwriter" within the meaning of the Securities Act.
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT
NOT TO ACCEPT TENDERED OUTSTANDING NOTES FROM ANY TENDERING HOLDER IF THE
COMPANY DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT SUCH ACCEPTANCE
COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
THE UNDERSIGNED BY COMPLETING BOX 2 ENTITLED "DESCRIPTION OF Outstanding
Notes" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
Outstanding Notes AND MADE CERTAIN REPRESENTATIONS DESCRIBED HEREIN AND IN THE
PROSPECTUS.
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BOX 1
TENDERING HOLDER SIGNATURE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(SEE INSTRUCTIONS 1 AND 3 AND THE FOLLOWING PARAGRAPH)
X..................................... .....................................
X..................................... .....................................
Signature of Owner(s) Date
Area Code and Tel. No.:........................................................
If the holder(s) is/are tendering any Outstanding Notes, this Letter of
Transmittal must be signed by the Registered Holder(s) of the Outstanding Notes
as the name(s) appear(s) on the Outstanding Notes or on a security position
listing or by person(s) authorized to become Registered Holder(s) by
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:.......................................................................
(Include Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
Authorized
Signature:.....................................................................
Printed
Name:..........................................................................
Title:.........................................................................
Name of
Firm:..........................................................................
(Must be an Eligible Institution as defined in Instruction 3)
Dated:.........................................................................
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE Outstanding
Notes OR A NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS) MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers
and principal amounts should be listed on a separate signed schedule affixed
hereto. The minimum permitted tender is $1,000 principal amount of Outstanding
Notes; all other tenders must be in integral multiples of $1,000.
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BOX 2
DESCRIPTION OF OUTSTANDING NOTES
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Aggregate
Principal
Name(s) and Address(es) of Holder(s) Certificate Amount Amount
(Please fill in, if blank) Number (s) Represented Tendered*
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----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
Total..................................
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* The minimum permitted tender is $1,000 in principal amount at maturity of
Outstanding Notes. All tenders must be in multiples of $1,000 of principal
amount at maturity. Unless otherwise indicated in the column labeled
"Principal Amount Tendered" and subject to the terms and conditions of the
Exchange Offer, the undersigned will be deemed to have tendered the entire
aggregate principal amount represented by the Outstanding Notes indicated
in the column labeled "Aggregate Principal Amount Represented." See
Instruction 8.
/ / CHECK HERE IF TENDERED Outstanding Notes ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED Outstanding Notes ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE 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 Outstanding Notes ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (See Instructions 1 and 3):
Name(s) of Registered
Holder(s):................................................................
Date of Execution of Notice of Guaranteed
Delivery:.................................................................
Name of Eligible Institution that Guaranteed
Delivery:.................................................................
IF DELIVERY OF OUTSTANDING NOTES IS TO BE MADE BY BOOK-ENTRY TRANSFER TO
THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC, THEN TENDERS OF OUTSTANDING
NOTES MUST BE EFFECTED IN ACCORDANCE WITH THE PROCEDURES MANDATED BY DTC AND THE
PROCEDURES SET FORTH IN THE PROSPECTUS UNDER THE CAPTION "THE EXCHANGE OFFER --
EXCHANGING BOOK-ENTRY NOTES."
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if Outstanding Notes in a principal amount not exchanged
and/or Exchange Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on the Letter of Transmittal above or to such
person or persons at an address other than that shown in the box entitled
"Description of Outstanding Notes" on this Letter of Transmittal above.
EXCHANGE NOTES WILL NOT BE ISSUED IN THE NAME OF A PERSON OTHER THAN THAT OF A
REGISTERED HOLDER OF THE OUTSTANDING NOTES APPEARING ON THE NOTE REGISTER.
Mail or deliver: (check appropriate box(es)):
/ / Exchange Notes to: / / Outstanding Notes to:
Name(s)................................................
(Please Type or Print)
.......................................................
(Please Type or Print)
Address................................................
.......................................................
Zip Code
.......................................................
Employer Identification or Social Security Number
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TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(See Instruction 5)
PAYER'S NAME: REGENCY HEALTH SERVICES, INC.
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SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN TIN
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY ---------------
SIGNING AND DATING BELOW. Social Security Number or
Employer Identification Number
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Department of the Treasury CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
Internal Revenue Service (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER
IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO BE
Payer's Request for Taxpayer ISSUED TO ME), (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER
Identification Number (TIN) BECAUSE I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
and Certification (THE "IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR THE IRS NOTIFIED
ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING AND (3) ANY Part 2-
OTHER INFORMATION PROVIDED ON THIS FORM IS TRUE AND CORRECT. Awaiting TIN / /
SIGNATURE DATE
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YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU
ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING 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.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
A. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURE. To be effectively tendered pursuant to the Exchange Offer,
the Outstanding Notes, together with a properly completed Letter of Transmittal
(or facsimile thereof) duly executed by the Registered Holder thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of its addresses set forth on the front page of this
Letter of Transmittal and tendered Outstanding Notes must be received by the
Exchange Agent at one of such addresses on or prior to the Expiration Date;
PROVIDED, HOWEVER, that book-entry transfers of Outstanding Notes may be
effected in accordance with the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Exchanging Book-Entry Notes." If the beneficial
owner of any Outstanding Notes is not the Registered Holder, then such person
may validly tender his or her Outstanding Notes only by obtaining and submitting
to the Exchange Agent a properly completed Letter of Transmittal from the
Registered Holder. LETTERS OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE
DELIVERED ONLY BY HAND OR BY COURIER, OR TRANSMITTED BY MAIL, AND ONLY TO THE
EXCHANGE AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND ALL OTHER REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER, BUT
IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY
INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED.
IF OUTSTANDING NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE
MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
If a holder desires to tender Outstanding Notes and such holder's
Outstanding Notes are not immediately available or time will not permit such
holder to complete the procedures for book-entry transfer on a timely basis or
time will not permit such holder's Letter of Transmittal documents to reach the
Exchange Agent on or before the Expiration Date, such holder's tender may be
effected if:
(a) such tender is made by or through an Eligible Institution (as
defined below);
(b) on or prior to the Expiration Date, the Exchange Agent has
received a telegram, facsimile transmission or letter from such Eligible
Institution setting forth the name and address of the holder of such
Outstanding Notes, the certificate number(s) of such Outstanding Notes
(except in the case of book-entry tenders) and the principal amount of
Outstanding Notes tendered and stating that the tender is being made
thereby and guaranteeing that, within five business days after the
Expiration Date, a duly executed Letter of Transmittal, or facsimile
thereof, together with the Outstanding Notes, and any other documents
required by this Letter of Transmittal and the Instructions hereto, will be
deposited by such Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal, or a facsimile hereof, and
Outstanding Notes, in proper form for transfer (or a Book-Entry
Confirmation with respect to such Outstanding Notes), and all other
required documents are received by the Exchange Agent within five business
days after the Expiration Date.
1. WITHDRAWAL OF TENDERS. Tendered Outstanding Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date. To be
effective, a written, telegraphic, telex or facsimile transmission notice of
withdrawal must (i) be timely received by the Exchange Agent at one of its
addresses set forth on the first page of this Letter of Transmittal before the
Exchange Agent receives notice of acceptance from the Company, (ii) specify the
name of the person who tendered the Outstanding Notes, (iii) contain the
description of the Outstanding Notes to be withdrawn, the certificate numbers
shown on the particular Outstanding Notes, the certificate number(s) of such
Outstanding Notes (except in the case of book-entry tenders) and the aggregate
principal amount represented by such Outstanding Notes or a Book-Entry
Confirmation with respect to such Outstanding Notes, and (iv) be signed by the
holder of such Outstanding Notes in the same manner as the original signature
appears on this Letter of Transmittal (including any required signature
guarantees) or be accompanied by evidence satisfactory to the Company that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Outstanding Notes. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution (unless such holder is an Eligible
Institution). If the Outstanding Notes have been tendered pursuant to the
procedure for book-entry tender set forth in the Prospectus under the caption
"Exchanging Book-Entry Notes," a notice of withdrawal must specify, in lieu of
certificate numbers, the name and account number at DTC to be credited with the
withdrawn Outstanding Notes. If the Outstanding Notes to be withdrawn have been
delivered or otherwise identified to the Exchange Agent, a signed notice of
withdrawal is effective immediately upon receipt by the Exchange Agent of a
written, telegraphic, telex or facsimile transmission notice of withdrawal even
if physical release is not yet effected. In addition, such notice must specify,
in the case of Outstanding Notes tendered by delivery of such Outstanding Notes,
the name of the Registered Holder (if different from that of the tendering
holder) to be credited with the withdrawn Outstanding Notes. Withdrawals may
not be rescinded, and any Outstanding Notes withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer. However, properly
withdrawn Outstanding Notes may be retendered by following one of the procedures
described under "The Exchange Offer -- Procedures for Tendering" in the
Prospectus at any time on or prior to the applicable Expiration Date.
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2. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the Registered Holder of the Outstanding Notes tendered hereby, the signature
must correspond exactly with the name as written on the face of the Outstanding
Notes without any change whatsoever.
If any Outstanding Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any Outstanding Notes tendered hereby are registered in different names,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Outstanding
Notes.
When this Letter of Transmittal is signed by the Registered Holder or
Holders specified herein and tendered hereby, no endorsements of such
Outstanding Notes or separate bond powers are required.
If this Letter of Transmittal or a Notice of Guaranteed Delivery or any
Outstanding Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Except as described in this paragraph, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution. Signatures on this Letter of Transmittal or a notice
of withdrawal, as the case may be, must be guaranteed by an Eligible Institution
(unless such Outstanding Notes are tendered by an Eligible Institution). In the
event that signatures on this Letter of Transmittal or a notice of withdrawal,
as the case may be, are required to be guaranteed, such guarantee must be by an
eligible guarantor institution which is a member of one of the following
recognized signature guarantee programs: (1) the Securities Transfer Agents
Medallion Program ("STAMP"), (2) the New York Stock Exchange Medallion Signature
Program ("MSP") and (3) the Stock Exchange Medallion Program ("SEMP") (each, an
"Eligible Institution").
Endorsements on Outstanding Notes or signatures on bond forms required by
this Instruction 3 must be guaranteed by an Eligible Institution.
3. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in
the applicable box the address to which Exchange Notes and/or substitute
Outstanding Notes for the principal amounts not exchanged are to be issued or
sent, if different from the address of the person signing this Letter of
Transmittal. If no such instructions are given, such Outstanding Notes not
exchanged will be returned to the name and address of the person signing this
Letter of Transmittal.
EXCHANGE NOTES WILL NOT BE ISSUED IN THE NAME OF A PERSON OTHER THAN THAT
OF A REGISTERED HOLDER OF THE OUTSTANDING NOTES APPEARING ON THE NOTE REGISTER.
4. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law requires that a holder of Outstanding Notes whose Outstanding Notes are
accepted for exchange provide the Company with his correct taxpayer
identification number, which, in the case of a holder who is an individual, is
his social security number, or otherwise establish an exemption from backup
withholding. If the Company is not provided with the correct taxpayer
identification number, the exchanging holder of Outstanding Notes may be subject
to a penalty imposed by the Internal Revenue Service ("IRS"). In addition,
interest on the Exchange Notes acquired pursuant to the Exchange Offer may be
subject to backup withholding in an amount equal to 31 percent of any interest
payment. If withholding occurs and results in an overpayment of taxes, a refund
may be obtained from the IRS upon filing of a return.
To prevent backup withholding, each exchanging holder of Outstanding Notes
subject to backup withholding must provide his correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification number provided is
correct (or that the exchanging holder of Outstanding Notes is awaiting a
taxpayer identification number) and that either (a) the exchanging holder has
not been notified by the IRS that he is subject to backup withholding as a
result of failure to report all interest or dividends or (b) the IRS has
notified the exchanging holder that he is no longer subject to backup
withholding.
Certain exchanging holders of Outstanding Notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding requirements. A foreign individual and other exempt holders
(e.g., corporations) should certify, in accordance with the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9, to
such exempt status on the Substitute Form W-9 provided in this Letter of
Transmittal.
5. TRANSFER TAXES. Holders tendering pursuant to the Exchange Offer will
not be obligated to pay brokerage commissions or fees or to pay transfer taxes
with respect to their exchange under the Exchange Offer. The Company will pay
all other charges or
-8-
expenses in connection with the Exchange Offer. If holders tender Outstanding
Notes for exchange and the Exchange Offer is not consummated, such Outstanding
Notes will be returned to the holders at the Company's expense.
6. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of the Outstanding Notes being tendered and the
security numbers (if available) should be listed on a separate schedule attached
hereto and separately signed by all parties required to sign this Letter of
Transmittal.
7. PARTIAL TENDERS. Tenders of Outstanding Notes will be accepted only
in integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Outstanding Notes, fill in the principal
amount of Outstanding Notes which are tendered in column (iv) of the
"Description of Outstanding Notes." In the case of partial tenders, the
Outstanding Notes in fully registered form for the remainder of the principal
amount of the Outstanding Notes will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise indicated in the appropriate place on
this Letter of Transmittal, as promptly as practicable after the expiration or
termination of the Exchange Offer.
Unless otherwise indicated in the box labeled "Description of Outstanding
Notes," and subject to the terms and conditions of the Exchange Offer, tenders
made pursuant to this Letter of Transmittal will be deemed to have been made
with respect to the entire aggregate principal amount represented by the
Outstanding Notes indicated in the column labelled "Aggregate Principal Amount
Represented" in such box.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address and telephone number set forth
above and in the Prospectus.
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