EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
13% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
OF
CONCENTRA OPERATING CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY CONCENTRA OPERATING CORPORATION IN ITS SOLE DISCRETION, IN WHICH
CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE
EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
THE EXCHANGE AGENT IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER AND
BY REGISTERED OR BY HAND DELIVERY AFTER 4:30 PM BY HAND UP TO 4:30 PM
CERTIFIED MAIL: ON EXPIRATION ONLY: OR IN PERSON:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P.O. Box 844 770 Broadway, 13th Floor 111 Broadway
Attn: Corporate Trust Services Attn: Corporate Trust Services Lower Level
Cooper Station New York, NY 10003 Attn: Corporate Trust Services
New York, NY 10276-0844 New York, NY 10006
BY FACSIMILE:
(212) 420-6211
CONFIRM BY TELEPHONE
(800) 548-6565
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 SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated ,
1999 (the "Prospectus "), of Concentra Operating Corporation, a Nevada
corporation (the "Issuer"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together with the Prospectus constitutes the Issuer's offer
(the "Exchange Offer ") to exchange $1,000 principal amount of its 13% Senior
Subordinated Notes due 2009, Series B (the "New Notes "), for each $1,000
principal amount of their outstanding 13% Senior Subordinated Notes due 2009,
Series A (the "Old Notes"). Recipients of the Prospectus should read the
requirements described in such Prospectus with respect to eligibility to
participate in the Exchange Offer. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Old Notes described under
"Description of Old Notes" below pursuant to the terms and conditions described
in the Prospectus and this Letter of Transmittal. The undersigned is the
registered owner of all the Old Notes.
This Letter of Transmittal is to be used by a holder of Old Notes (i)
if certificates representing Old Notes are to be forwarded herewith, (ii) if
delivery of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer," and an Agent's Message (as defined herein) is not delivered or (iii) if
a tender is made pursuant to the guaranteed delivery procedures in the section
of the Prospectus entitled "The Exchange Offer."
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Old Notes promptly and
instruct such registered holder of Old Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such beneficial owner's name or obtain
a properly completed bond power from the registered holder of Old Notes. The
transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Old Notes must (i) complete the box entitled "Description of Old Notes," (ii) if
appropriate, check and complete the boxes relating to book-entry transfer,
guaranteed delivery, Special Issuance Instructions and Special Delivery
Instructions, (iii) sign the Letter of Transmittal by completing the box
entitled "Sign Here" and (iv) complete the Substitute Form W-9. Each holder of
Old Notes should carefully read the detailed instructions below prior to
completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange
and (i) whose Old Notes are not immediately available or (ii) who cannot deliver
their Old Notes, this Letter of Transmittal and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date, must tender the
Old Notes pursuant to the guaranteed delivery procedures set forth in the
section of the Prospectus entitled "The Exchange Offer." See Instruction 2.
Holders of Old Notes who wish to tender their Old Notes for exchange
must complete columns (1) through (3) in the box below entitled "Description of
Old Notes," complete the boxes entitled and sign the box below entitled "Sign
Here." If only those columns are completed, such holder of Old Notes will have
tendered for exchange all Old Notes listed in column (3) below. If the holder of
Old Notes wishes to tender for exchange less than all of such Old Notes, column
(4) must be completed in full. In such case, such holder of Old Notes should
refer to Instruction 5.
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DESCRIPTION OF OLD NOTES
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) OF
OLD NOTE(S), EXACTLY AS AGGREGATE PRINCIPAL AMOUNT
NAME(S) APPEAR(S) ON TENDERED FOR EXCHANGE
OLD NOTE(S) CERTIFICATE(S) CERTIFICATE NUMBER(S) AGGREGATE PRINCIPAL AMOUNT MUST BE IN INTEGRAL MULTIPLES
(PLEASE FILL IN, IF BLANK): (ATTACH SIGNED LIST, IF NECESSARY) REPRESENTED BY CERTIFICATES(1) OF $1,000(2)
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TOTAL PRINCIPAL AMOUNT OF NOTES TENDERED:
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1. Unless indicated in the column "Aggregate Principal Amount Tendered For
Exchange," any tendering Holder of 13% Senior Subordinated Notes due 2009,
Series A, will be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount Represented by
Certificate(s)."
2. The minimum permitted tender is $1,000 in principal amount of 13% Senior
Subordinated Notes due 2009, Series A. All other tenders must be in integral
multiples of $1,000.
---------------
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD 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:_________________________________________
Account Number:________________________________________________________
Transaction Code Number:_______________________________________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder:_____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________
Name of Eligible Institution that Guaranteed Delivery:_________________
Account Number (if delivered by book-entry transfer):__________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:__________________________________________________________________
Address:_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the New Notes issued in exchange for Old
Notes, or Old Notes (if any) not tendered for exchange, are to be issued in the
name of someone other than the undersigned or (ii) if Old Notes tendered by
book-entry transfer which are not exchanged are to be returned by credit to an
account maintained at DTC.
Issue to:
Name:___________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
________________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
Credit Old Notes not exchanged and delivered by book-entry transfer to DTC
account set forth below:
________________________________________________________________________________
(ACCOUNT NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the New Notes issued in exchange for Old Notes,
certificates for Old Notes in a principal amount not exchanged for New Notes, or
Old Notes (if any) not tendered for exchange, are to be mailed or delivered (i)
to someone other than the undersigned or (ii) to the undersigned at an address
other than the address shown below the undersigned's signature.
Mail or deliver to:
Name:___________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
________________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
- --------------------------------------------------------------------------------
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Old Notes tendered for exchange herewith, the
undersigned will have irrevocably sold, assigned, transferred and exchanged, to
the Issuer, all right, title and interest in, to and under all of the Old Notes
tendered for exchange hereby, and hereby will have appointed the Exchange Agent
as the true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as agent of the Issuer) of such holder of Old Notes
with respect to such Old Notes, with full power of substitution to (i) deliver
certificates representing such Old Notes, or transfer ownership of such Old
Notes on the account books maintained by DTC (together, in any such case, with
all accompanying evidences of transfer and authenticity), to the Issuer, (ii)
present and deliver such Old Notes for transfer on the books of the Issuer and
(iii) receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Old Notes, in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and complete with an interest.
The undersigned hereby represents and warrants that (i) the undersigned is
the owner; (ii) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes and (iii) that when such Old Notes
are accepted for exchange by the Issuer, the Issuer will acquire good and
marketable title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned will, upon
receipt, execute and deliver any additional documents deemed by the Exchange
Agent or the Issuer to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered for exchange hereby.
By tendering, the undersigned hereby further represents to the Issuer that
(i) the New Notes to be acquired by the undersigned in exchange for the Old
Notes tendered hereby and any beneficial owner(s) of such Old Notes in
connection with the Exchange Offer will be acquired by the undersigned and such
beneficial owner(s) in the ordinary course of business of the undersigned, (ii)
the undersigned have no arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
beneficial owner acknowledge and agree that any person who is a broker-dealer
registered under the Exchange Act or is participating in the Exchange Offer for
the purpose of distributing the New Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes acquired by such person and cannot
rely on the position of the staff of the Commission set forth in certain
no-action letters, and (iv) neither the undersigned nor any beneficial owner is
an "affiliate," as defined under Rule 405 under the Securities Act, of the
Issuer. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, the Issuer will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Old Notes, if, as
and when the Issuer give oral or written notice thereof to the Exchange Agent.
Tenders of Old Notes for exchange may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date. See "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus. Any Old Notes tendered by the
undersigned and not accepted for exchange will be returned to the undersigned at
the address set forth above unless otherwise indicated in the box above entitled
"Special Delivery Instructions" as promptly as practicable after the Expiration
Date.
The undersigned acknowledges that the Issuer's acceptance of Old Notes
validly tendered for exchange pursuant to any one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer" and in the
instructions hereto will constitute a binding agreement among the undersigned
and the Issuer upon the terms and subject to the conditions of the Exchange
Offer.
5
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not entered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for Old
Notes not tendered or exchanged (and accompanying documents, as appropriate) 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, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange in the name(s)
of, and return any Old Notes not tendered for exchange or not exchanged to, the
person(s) so indicated. The undersigned recognizes that the Issuer has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the holder thereof if
the Issuer does not accept for exchange any of the Old Notes so tendered for
exchange or if such transfer would not be in compliance with any transfer
restrictions applicable to such Old Notes.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity, or dissolution of
the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Old Notes is irrevocable.
6
TENDERING HOLDERS SIGN HERE
________________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated: ______________________________
Must be signed by the registered holder(s) of Old Notes exactly as name(s)
appear(s) on certificate(s) representing the Old Notes or on a security position
listing or by person(s) authorized to become registered Old Note holder(s) by
certificates and documents transmitted herewith. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information. (See Instruction 6).
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
================================================================================
(INCLUDE ZIP CODE)
Principal place of business (if different from address listed above): __________
================================================================================
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ( ) _________________________
Tax Identification or Social Security Nos.: ______________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by instruction 1)
Authorized Signature: __________________________________________________________
Dated: _________________________________________________________________________
Name and Title: ________________________________________________________________
(PLEASE PRINT)
Name and Title: ________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
(an "Eligible Institution ") that is (1) a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
(2) a commercial bank or trust company having an office or correspondent in the
United States, or (3) an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934 which is a member of one
of the following recognized Signature Guarantee Programs:
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Old Notes (i) if certificates are to be forwarded herewith or (ii) if tenders
are to be made pursuant to the procedures for tender by book-entry transfer and
an Agent's Message is not delivered or (iii) if a tender is made pursuant to the
guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer." Certificates for all physically tendered Old
Notes or any timely 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 an other documents required by
this Letter of Transmittal, or, if applicable, or Agent's Message in lieu of the
Letter of Transmittal must be received by the Exchange Agent at its address set
forth on the cover of this Letter of Transmittal prior to 5:00 p.m., New York
City time, on the Expiration Date. 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 DTC has received an express
acknowledgement from a participant in DTC that is tendering Old Notes that are
the subject of such Book-Entry Confirmation, that each participant has received
and agrees to be bound by the terms of this Letter of Transmittal, and that the
Issuer's may enforce such agreement against the participant. Holders of Old
Notes who elect to tender Old Notes and (i) whose Old Notes are not immediately
available, (ii) who cannot complete the procedure for book-entry transfer on a
timely basis or (iii) who cannot deliver the Old Notes, this Letter of
Transmittal or other required documents to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date, must tender their Old Notes
according to the guaranteed delivery of procedures set forth in the Prospectus.
Holders may have such tender elected if: (a) such tender is made through an
Eligible Institution; (b) prior to 5:00 p.m., New York City time, on the
Expiration Date, the Exchange Agent has received from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery, setting
forth the name and address of the holder of such Old Notes, the certificate
numbers(s) of such Old Notes and the principal amount of Old Notes tendered for
exchange, stating that tender is being made thereby and guaranteeing that,
within five New York Stock Exchange trading days after the Expiration Date, this
Letter of Transmittal (or a facsimile thereof, together with the certificates)
representing such Old Notes (or a Book-Entry Confirmation), in proper form for
transfer, and any other documents required by this Letter of Transmittal, will
be deposited by such Eligible Institution with the Exchange Agent; and (c) a
properly executed Letter of Transmittal (or a facsimile hereof), as well as the
certificates for all tendered Old Notes in proper form for transfer or a
Book-Entry Confirmation, together with any other documents required by this
Letter of Transmittal, are received by the Exchange Agent within five New York
Stock Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. 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 HOLDERS USE AN OVERNIGHT OR HAND
DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OLD NOTES SHOULD BE SENT TO THE
ISSUER. HOLDERS MAY REQUEST THEIR RESPECTIVE
8
BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE
ABOVE TRANSACTIONS FOR SUCH HOLDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled "Description
of Old Notes" above is inadequate, the certificate numbers and principal amounts
of the Old Notes being tendered should be listed on a separate signed schedule
affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date by written notice of
withdrawal to the Exchange Agent at the address set forth on the cover of this
Letter of Transmittal via telegram, telex, facsimile transmission or letter. To
be effective, a notice of withdrawal of Old Notes must (i) specify the name of
the person who tendered the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn (including the certificate number or
numbers and aggregate principal amount of such Old Notes) or, in the case of Old
Notes transferred by book-entry transfers, the name and number of the account at
DTC to be credited, (iii) be signed by the holder of Old Notes in the same
manner as the original signature on the Letter of Transmittal by which such Old
Notes were tendered (including any required signature guarantees) and (iv)
specify the name in which any such Old Notes are to be registered, if different
from that of the Depositor. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Issuer, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will thereafter be deemed not validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer --
Procedures for Tendering" at any time prior to 5:00 p.m., New York City time, on
the Expiration Date.
5. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is to be made
with respect to less than the entire principal amount of an Old Notes, fill in
the principal amount of Old Notes which are tendered for exchange in column (4)
of the box entitled "Description of Old Notes," as more fully described in the
footnotes thereto. In case of a partial tender for exchange, a new certificate,
in fully registered form, for the remainder of the principal amount of the Old
Notes, will be sent to the holders of Old Notes unless otherwise indicated in
the appropriate box on this Letter of Transmittal as promptly as practicable
after the expiration or termination of the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, ASSIGNMENT AND ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal and any necessary or required documents as
there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder of the Old
Notes listed and transmitted hereby, no endorsements of Old Notes or bond powers
are required. If, however, Old Notes not tendered or not accepted are to be
issued or returned in the name of a person other than the holder of Old Notes,
then the Old Notes transmitted hereby must be endorsed or accompanied by a
properly completed bond power, in a form satisfactory to the Issuer, in either
case signed exactly as the name(s) of the holder of Old Notes appear(s) on the
Old Notes. Signatures on such Old Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Old 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 Issuer,
evidence satisfactory to the Issuer of their authority to so act must be
submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Old Notes listed, the Old Notes must be endorsed or
accompanied by a properly completed bond power, in either case signed by such
registered holder exactly as the name(s) of the registered holder of Old Notes
appear(s) on the certificates. Signatures on such Old Notes or bond powers must
be guaranteed by an
9
Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Issuer
will pay all transfer taxes, if any, applicable to the exchange of Old Notes
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the exchange of the Old Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemptions therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes are to be
issued, or if any Old Notes not tendered for exchange are to be issued or sent
to someone other than the holder of Old Notes or to an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Holders of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not accepted be credited to such account maintained at
DTC as such holder of Old Notes may designate.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Old Notes will be determined by the Issuer in its sole
discretion, which determination will be final and binding. The Issuer reserve
the absolute right to reject any and all Old Notes not properly tendered or any
Old Notes the Issuer's acceptance of which would, in the opinion of counsel for
the Issuer, be unlawful. The Issuer also reserve the right to waive any defects
or irregularities as to particular Old Notes. The Issuer's interpretation of the
terms and conditions of the Exchange Offer (including the instructions in the
Letter of Transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Notes must be
cured within such time as the Issuer shall determine. Although the Issuer intend
to notify holders of defects or irregularities with respect to tenders of Old
Notes, neither the Issuer, the Exchange Agent nor any other person shall incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering holders,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. WAIVER OF CONDITIONS. The Issuer reserves the right to waive, amend or
modify certain of the specified conditions as described under "The Exchange
Offer -- Conditions" in the Prospectus in the case of any Old Notes tendered in
the Issuer's reasonable discretion (except as otherwise provided in the
Prospectus).
11. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for information
or for additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE
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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IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Old Notes whose tendered
Old Notes are accepted for exchange may be subject to backup withholding unless
the holder provides the Issuer (as payor), through the Exchange Agent, with
either (i) such holder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 attached hereto, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such holder of Old Notes is awaiting a
TIN) and that (A) the holder of Old Notes has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified the holder of Old Notes that he or she is no longer subject to
backup withholding; or (ii) an adequate basis for exemption from backup
withholding. If such holder of Old Notes 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 of Old Notes may be subject
to certain penalties imposed by the Internal Revenue Service.
Certain holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt holders of Old Notes 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 (the "Guidelines") for additional instructions.
If backup withholding applies, the Issuer is required to withhold 31% of
any payment made to the holder of Old Notes 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.
The holder of Old Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Old Notes. If the Old Notes are held in more than one name or are
not held in the name of the actual owner, consult the enclosed Guidelines for
additional guidance regarding which number to report.
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PAYER'S NAME:
SUBSTITUTE PART I-- Social Security Number
FORM W-9
PLEASE PROVIDE YOUR TIN IN ______________________________
DEPARTMENT OF THE THE BOX AT RIGHT AND
TREASURY CERTIFY BY SIGNING AND OR
DATING BELOW.
INTERNAL REVENUE SERVICE Employer Identification Number
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION ______________________________
NUMBER (TIN)
PART II--CERTIFICATIONS--Under penalties of perjury, I certify that:
(1) The number shown on this form is my current taxpayer identification number
(or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION 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 y the IRS that you are subject to backup withholding you receive
another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
PART III--Awaiting TIN [ ]
Name: __________________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Signature __________________________________________________ Date ______________
- --------------------------------------------------------------------------------
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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
CHECK 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 such an application in the near future. I understand
that if I do not provide a Taxpayer Identification Number by the time
of payment, 31% of all reportable payments made to me thereafter will
be withheld until I provide such a number.
Signature _______________________________________ Date________________
- --------------------------------------------------------------------------------
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