Exhibit 99.01
LETTER OF TRANSMITTAL
Offer to Exchange
7.125% Senior Notes due 2008
for Any and All Outstanding
7.125% Senior Notes due 2008
of
CHOICE HOTELS INTERNATIONAL, INC.
Pursuant to the Prospectus dated October , 1998
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
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To: Marine Midland Bank, The Exchange Agent
By Hand/Overnight Courier Facsimile By Registered or Certified Mail
Transmission:
Marine Midland Bank (212) 658-2292 Marine Midland Bank
140 Broadway 140 Broadway
Level A Confirm by Level A
New York, New York 10005-1180 Telephone: New York, New York 10005-1180
Corporate Trust Services (212) 658-5931 Corporate Trust 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 accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.
The undersigned acknowledges receipt of the Prospectus dated October ,
1998 (the "Prospectus") of Choice Hotels International, Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute (i) the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 7.125% Senior Notes due 2008
(the "Exchange Notes") which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which the Prospectus is a part, for each $1,000 principal amount of its
outstanding 7.125% Senior Notes due 2008 (the "Original Notes"), of which
$100,000,000 principal amount is outstanding. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
All holders of Original Notes who wish to tender their Original Notes must,
prior to the Expiration Date: (1) complete, sign, date and mail or otherwise
deliver this Letter of Transmittal to the Exchange Agent, in person or to the
address set forth above, or in lieu thereof, comply with the procedures of the
Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC");
and (2) tender his or her Original Notes or, if a tender of Original Notes is to
be made by book-entry transfer to the account maintained by the Exchange Agent
at DTC (the "Book-Entry Transfer Facility"), confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter of Transmittal. Holders
of Original Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or Book-Entry Confirmation and all other
documents required by this Letter of Transmittal to be delivered to the Exchange
Agent on or prior to the Expiration Date, must tender their Original Notes
according to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus. (See
Instruction 1).
The term "Holder" with respect to the Exchange Offer means any person in
whose name the Original Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. The Instructions included with this Letter
of Transmittal must be followed in their entirety. Questions and requests for
assistance or for additional copies of the Prospectus or this Letter may be
directed to the Exchange Agent, at the address listed above, or to the General
Counsel, Choice Hotels International, Inc., 10750 Columbia Pike, Silver Spring,
20901 (telephone (301) 592-5000).
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter of Transmittal and not defined herein
shall have the respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Original Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Original Notes on a separate SIGNED schedule and affix that
schedule to this Letter of Transmittal.
DESCRIPTION OF 7.125% SENIOR NOTES DUE 2008
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Principal
Amount
Aggregate Tendered(2)
Principal (must be in
Names and Address(es) of Amount integral
Registered Holders(s) Certificate Represented by multiple
(Please fill in, if blank) Number(s)(1) Certificate(s)(1) of $1,000)
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Total
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(1) Need not be completed by holders tendering by book-entry transfer
(see below).
(2) Unless otherwise indicated in the column labeled "Principal Amount
Tendered," any tendering Holder of 7.125% Senior Notes due 2008 will be
deemed to have tendered the entire aggregate principal amount represented
by the column labeled "Aggregate Principal Amount Represented by
Certificate(s)." If the space provided above is inadequate, list the
certificate numbers and principal amounts on a separate SIGNED schedule
and affix the list to this Letter of Transmittal. The minimum permitted
tender is $1,000 in principal amount of 7.125% Senior Notes due 2008. All
other tenders must be in integral multiples of $1,000.
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Original Notes indicated
above. Subject to, and effective upon, the acceptance for exchange of the
principal amount of Original Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Original Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Original Notes, with full power of substitution, to: (i) deliver
certificates for such Original Notes; (ii) deliver Original Notes and all
accompanying evidence of transfer and authenticity to or upon the order of the
Company upon receipt by the Exchange Agent, as the undersigned's agent, of the
Exchange Notes to which the undersigned is entitled upon the acceptance by the
Company of the Original Notes tendered under the Exchange Offer; and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Original Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she 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 acquired by the Company.
The undersigned will, upon request, execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the assignment
and transfer of the Original Notes tendered.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance upon interpretations contained in letters issued to third parties by
the staff of the Securities and Exchange Commission that the Exchange Notes
issued in exchange for the Original Notes pursuant to the Exchange Offer may be
resold to the public (other than (i) any such Holder that is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act, (ii) a
broker-dealer who acquires the Original Notes directly from the Company or (iii)
a broker-dealer who acquired the Original Notes as a result of market-making or
other trading activities) without further registration under the Securities Act
and without delivering the purchasers of the Exchange Notes a prospectus that
satisfies the requirements of Section 10 of the Securities Act, provided that
such Exchange Notes are acquired in the ordinary course of such Holders'
business and such Holders are not participating, do not intend to participate,
and have no arrangements with any person to participate in a distribution of
such Exchange Notes. If the undersigned is not a broker-dealer, the undersigned
represents that (i) it is acquiring the Exchange Notes in the ordinary course of
its business, (ii) it has no arrangement or understanding with any person, nor
does it intend to participate in a distribution (as that term is interpreted by
the Securities and Exchange Commission) of Exchange Notes and (iii) it is not an
affiliate (as that term is interpreted by the Securities and Exchange
Commission) of the Company. If the undersigned is a broker-dealer registered
under the Exchange Act or is participating in the Exchange Offer for the purpose
of distributing the Exchange Notes, it acknowledges that it will 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
it and cannot rely on the position of the staff of the Commission set forth in
no-action letters; however, by so acknowledging and by complying with the
registration and prospectus delivery requirements, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. Furthermore, if the undersigned is a broker-dealer registered under the
Exchange Act or is participating in the Exchange Offer for the purpose of
distributing the Exchange Notes, it acknowledges that a secondary resale
transaction described in the preceding sentence and any resales of Exchange
Notes obtained by the undersigned in exchange for Original Notes acquired by the
undersigned directly from the Company should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Securities and Exchange Commission.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Original Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent, at which time the
undersigned's right to withdraw such tender will terminate.
If any tendered Original Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Original
Notes will be returned, without expense, to the undersigned at the address shown
below or at a different address as may be indicated herein under "Special
Issuance Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns. Tenders may be withdrawn only in
accordance with the procedures set forth in the Instructions contained in this
Letter of Transmittal.
The undersigned understands that tenders of Original Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Original Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
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Unless otherwise indicated under "Special Issuance Instructions," the
Exchange Agent will issue the certificates representing the Exchange Notes
issued in exchange for the Original Notes accepted for exchange and will return
any Original Notes not tendered or not exchanged, in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," the Exchange Agent will send the certificates representing the
Exchange Notes issued in exchange for the Original Notes accepted for exchange
and any certificates for Original Notes not tendered or not exchanged (and
accompanying documents, as appropriate) will be returned to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, the Exchange Agent will issue the certificates representing the
Exchange Notes issued in exchange for the Original Notes accepted for exchange
in the name(s) of, and will return any Original Notes not tendered or not
exchanged and will send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Original Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Original Notes so tendered.
Holders of Original Notes who wish to tender their Original Notes and (i)
whose Original Notes are not immediately available, or (ii) who cannot deliver
their Original Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date (or who cannot comply
with the book-entry transfer procedure on a timely basis) may tender their
Original Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 1 regarding the completion of this Letter of
Transmittal, printed below.
[ ] 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 DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Original Noteholder(s)
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Date of Execution of Notice of Guaranteed Delivery
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Window Ticket Number (if available)
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Name of Institution which Guaranteed Delivery
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Account Number (if delivered by book-entry transfer)
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[ ] 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:
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Address:
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PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
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Date
X
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Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number:
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The above lines must be signed by the registered holder(s) of Original
Notes as their name(s) appear(s) on the Original Notes or by person(s)
authorized to become registered holder(s) by a properly completed bond power
from the registered holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If Original Notes to which this Letter of Transmittal
relate are held of record by two or more joint holders, then all such holders
must sign this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, then such person must
(i) set forth his or her full title below and (ii) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority so to
act. See Instruction 4 regarding the completion of this Letter of Transmittal,
printed below.
Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution (as hereinafter
defined):
(If required by Instruction 4)
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated:
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5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY (i) if certificates for To be completed ONLY if certificates for Original
Original Notes in a principal amount not Notes in a principal amount not exchanged, or
exchanged, or Exchange Notes issued in Exchange Notes issued in exchange for Original Notes
exchange for Original Notes accepted for accepted for exchange, are to be sent to someone
exchange, are to be issued in the name of other than the undersigned, or to the undersigned at
someone other than the undersigned, or (ii) if an address other than that shown above.
Original Notes tendered by book-entry transfer
which are not exchanged are to be returned by Mail to:
credit to an account maintained at DTC.
Issue certificate(s) to:
Name Name
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(Please Print) (Please Print)
Address Address
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(Include Zip Code) (Include Zip Code)
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(Tax Identification or Social Security No.) (Tax Identification or Social Security No.)
Credit Original Notes not exchanged and
delivered by book-entry transfer to the DTC
account set forth below:
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DTC Account Number
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Original Notes. The
tendered Original Notes or any confirmation of a book-entry transfer (a "Book-
Entry Confirmation"), as well as a properly completed and duly executed copy of
this Letter of Transmittal or facsimile hereof, and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Original Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. Instead of delivery by mail, it is recommended that the Holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure timely delivery. No Letter of Transmittal or Original
Notes should be sent to the Company.
The Exchange Agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may utilize DTC's ATOP to tender.
Accordingly, participants in DTC's ATOP may, in lieu of physically completing
and signing the Letter of Transmittal and delivering it to the Exchange Agent,
electronically transmit their acceptance of the Exchange Offer by causing the
Depositary to transfer the Original Notes to the Exchange Agent in accordance
with the DTC's ATOP procedures for transfer. The Depositary will then send an
Agent's Message to the Exchange Agent.
The term "Agent's Message" means a message transmitted by DTC received by
the Exchange Agent and forming part of the Book-Entry Confirmation, which states
that the Depositary has received an express acknowledgment from a participant in
DTC's ATOP that is tendering Original Notes which are the subject of such book
entry confirmation, that such participant has received and agrees to be bound by
the terms of the Letter of Transmittal (or, in the case of an Agent's Message
relating to guaranteed delivery, that such participant has received and agrees
to be bound by the applicable Notice of Guaranteed Delivery), and that the
agreement may be enforced against such participant.
Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available, (ii) who cannot deliver their Original
Notes or any other documents required hereby to the Exchange Agent prior to the
Expiration Date or (iii) who are unable to complete the procedure for book-entry
transfer on a timely basis, must tender their Original Notes according to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution
(as hereinafter defined); (ii) prior to the Expiration Date, the Exchange Agent
must have received from the Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) setting forth the
name and address of the Holder of the Original Note, the certificate number of
such Original Notes(s) and the principal amount of Original Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within
three business days after the date of execution of the Notice of Guaranteed
Delivery, the certificate(s) for all physically tendered Original Notes, or a
Book-Entry Confirmation, and any other required documents by the Letter of
Transmittal will be deposited by the Eligible Institution (as hereinafter
defined) with the Exchange Agent, or, alternatively, the Holder shall have
complied with DTC's ATOP procedures; and (iii) the certificate(s) for all
physically tendered Original Notes, in proper form for transfer, or a Book-Entry
Confirmation, and, as the case may be, all other documents required by the
Letter of Transmittal, are received by the Exchange Agent within three business
days after the date of execution of the Notice of Guaranteed Delivery, all as
provided in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." Any Holder of Original Notes who wishes to tender his
Original Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request of
the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who
wish to tender their Original Notes according to the guaranteed delivery
procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of the Original Notes tendered for exchange and withdrawal
of tendered Original Notes will be determined by the Company in its sole
discretion, which determination shall be final and binding. The Company reserves
the absolute right to reject any and all tenders of any particular Original
Notes not properly tendered or to not accept any particular Original Notes which
acceptance might, in the judgment of the Company or its counsel, be unlawful.
The Company also reserves the absolute right in its sole discretion to waive any
defects or irregularities or conditions of the Exchange Offer as to any
particular Original
7
Note either before or after the Expiration Date (including the right to waive
the ineligibility of any Holder who seeks to tender the Original Notes in the
Exchange Offer). The interpretation of the terms and conditions of the Exchange
Offer as to any particular Original Note either before or after the Expiration
Date (including the Letter of Transmittal and instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Original Notes for exchange must be
cured within such reasonable period of time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to any
tender of the Original Notes for exchange, nor shall any of them incur any
liability for failure to give such notification.
2. Tender by Holder. Only a Registered Holder of Original Notes may
tender such Original Notes in the Exchange Offer. Any beneficial owner whose
Original Notes are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and who wishes to tender Original Notes should
contact the Registered Holder promptly and instruct such Registered Holder to
tender Original Notes on such beneficial owner's behalf. If such beneficial
owner wishes to tender such Original Notes himself, such beneficial owner must,
prior to completing and executing this Letter of Transmittal and delivering such
Original Notes in such beneficial owner's name, either make appropriate
arrangements to register ownership of the Original Notes in such beneficial
owner's name or obtain a properly completed bond power from the Registered
Holder of the Original Notes. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to the Expiration
Date.
3. Partial Tenders; Withdrawals. Tenders of Original Notes will be
accepted only in integral multiples of $1,000. If less than the entire
principal amount of any Original Notes is tendered, the tendering Holder should
fill in the principal amount tendered in the third column of the box entitled
"Description of 7.125% Senior Notes due 2008" above. The entire principal
amount of Original Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of all
Original Notes is not tendered, then Original Notes for the principal amount of
Original Notes not tendered and a certificate or certificates representing
Exchange Notes issued in exchange for any Original Notes accepted will be sent
to the Holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, promptly after
the Original Notes are accepted for exchange.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to 5:00 P.M., New York City time, on the Expiration Date. For a
withdrawal to be effective, (i) a written or facsimile notice of withdrawal must
be received by the Exchange Agent at its address set forth herein or (ii)
holders must comply with the appropriate procedures of DTC's ATOP system. Any
such notice of withdrawal must (i) specify the name of the person having
tendered the Original Notes to be withdrawn, (ii) identify the Original Notes to
be withdrawn (including the serial number or numbers and the principal amount of
Original Notes to be withdrawn), (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such
Original Notes were tendered and (iv) specify the name in which such Original
Notes are to be registered, if different from that of the withdrawing Holder. If
Original Notes have been tendered pursuant to the procedure for book-entry
described above, any notice of withdrawal must specify, in lieu of certificate
numbers, the name and number of the account at DTC to be credited with the
withdrawn Original Notes and otherwise comply with the procedures of such
facility. Any questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Original Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Original Notes which have been tendered for
exchange but which are not exchanged for any reason will be returned to the
Holder thereof without cost to such Holder (or, in the case of Original Notes
tendered by book-entry transfer into the Exchange Agent's account at DTC
pursuant to the book-entry transfer procedures described above, such Original
Notes will be credited to an account maintained with DTC for the Original Notes)
as soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Original Notes may be retendered by
following one of the procedures described in "Exchange Offer--Procedures for
Tendering Original Notes" set forth in the Prospectus.
4. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the Registered Holder(s) of the Original Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Original Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
Registered Holder or Holders of Original Notes tendered and the certificate or
certificates for Exchange Notes issued in exchange therefor is to be issued (or
8
any untendered principal amount of Original Notes is to be reissued) to the
Registered Holder, the said Holder need not and should not endorse any tendered
Original Notes, nor provide a separate bond power. In any other case, such
Holder must either properly endorse the Original Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution (as hereinafter defined).
If the Letter of Transmittal is signed by a person or persons other than
the Registered Holder or Holders of Original Notes, such Original Notes must be
endorsed or accompanied by a properly completed bond power, in either case
signed exactly as the names of the Registered Holder or Holders that appear on
the original Notes with the signature thereon guaranteed by an Eligible
Institution.
If the Letter of Transmittal or any Original 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 person should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted with the Letter of Transmittal.
Endorsements on Original Notes or signatures on bond powers required by
this Instruction 4 must be guaranteed by an Eligible Institution (as hereinafter
defined).
Except as otherwise provided below, signatures on this Letter of
Transmittal must be guaranteed unless the Original Notes surrendered for
exchange pursuant thereto are tendered (i) by a Registered Holder of the
Original Notes who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution (as defined below). In the
event that signatures on a Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, such guarantees must be by a
firm (an "Eligible Institution") that is a member of a recognized signature
guarantee medallion program (an "Eligible Program") within the meaning of Rule
17Ad-15 under the Exchange Act. If the Exchange Notes and/or Original Notes not
exchanged are to be delivered to an address other than that of the Registered
Holder appearing on the note register for the Original Notes, the signature on
the Letter of Transmittal must be guaranteed by an Eligible Institution. If the
Original Notes are registered in the name of a person other than the person
signing the Letter of Transmittal, the Original Notes surrendered for exchange
must be endorsed by, or accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Company in its
sole discretion, duly executed by the registered Holder with the signature
thereon guaranteed by an Eligible Institution.
5. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Original Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different owner, the taxpayer identification or social security
number of the person named must also be indicated.
6. Tax Identification Number. Federal income tax law requires that a
holder whose tendered Original Notes are accepted for exchange must provide the
Exchange Agent (as payer) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Under Federal income tax laws, payments that may be made by the Company on
account of Exchange Notes issued pursuant to the Exchange Offer may be subject
to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that he
or she is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Exchange Notes are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for information on
which TIN to report.
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7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes or Original Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder of the Original Notes tendered, or if tendered Original Notes
are registered in the name of any person other than the person signing this
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of Original Notes pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or on any
other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, or in the Agent's Message in lieu thereof, the
amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this Letter of
Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Original Notes tendered.
9. Mutilated, Lost, Stolen or Destroyed Original Notes. Any tendering
Holder whose Original Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
10. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
IMPORTANT: This Letter of Transmittal (or a facsimile thereof, if applicable)
together with certificates for all physically tendered Original Notes, or a Book
Entry Confirmation, or the Notice of Guaranteed Delivery, and all other required
documents must be received by the Exchange Agent on or prior to the Expiration
Date.
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IMPORTANT TAX INFORMATION
Under current federal income tax law, a Holder whose tendered Original
Notes are accepted for exchange is required to provide the Company (as payer),
through the Exchange Agent, with such Holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 or otherwise establish a basis for
exemption from backup withholding. If such Holder is an individual, the TIN is
such Holder's social security number. If the Exchange Agent is not provided
with the correct taxpayer identification number, the Holder may be subject to a
$50 penalty imposed by the Internal Revenue Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient by submitting
to the Exchange Agent a properly completed Internal Revenue Service Form W-8
(which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the Holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment 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 payments that are made to a Holder with
respect to payments made on account of the Exchange Notes the Holder is required
to provide the Exchange Agent with either: (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the Internal Revenue Service that he or she is subject
to backup withholding as a result of failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the Holder that he or she is no
longer subject to backup withholding; or (ii) an adequate basis for
exemption.
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 record owner of the
Exchange Notes. If the Exchange Notes 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.
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PAYER'S NAME:
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE ------------------------------------------
PROVIDE YOUR TIN Social Security Number
IN THE BOX AT
Form W-9 RIGHT AND CERTIFY OR
BY SIGNING AND ------------------------------------------
DATING BELOW Employer Identification Number
--------------------------------------------------------------
Department of Part 2 - Certification -- Under Penalties of Part 3 -
the Treasury Perjury, I certify that:
Internal Revenue
Service
(1) The number shown on this form is my Awaiting TIN [_]
correct Taxpayer Identification Number
(or I am waiting for a number to be
issued to me) and
Payor's Request
for Taxpayer (2) I am not subject to backup withholding either
Identification because I have not been notified by the Internal
Number (TIN) Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report
all interest or dividends, or the IRS has notified me
that I am no longer subject to backup withholding.
-------------------------------------------------------------
Certificate instruction - You must cross out item (2) in Part
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. However, if after
being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS
stating that you are no longer subject to backup withholding,
do not cross out times (2).
SIGNATURE DATE
-------------------------------- --------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security 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 within (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
Signature Date
-------------------------------------------- --------------
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