Exhibit 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _____________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON
THE EXPIRATION DATE
SELECT MEDICAL CORPORATION
LETTER OF TRANSMITTAL
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
TO: STATE STREET BANK AND TRUST COMPANY, N.A.
THE EXCHANGE AGENT
By Mail: By Hand before 4:30 p.m.
State Street Bank and Trust Company, N.A. State Street Bank and Trust Company, N.A.
2 Avenue De Lafayette 2 Avenue De Lafayette
5th Floor 5th Floor
Boston, Massachusetts 02111-1724 Boston, Massachusetts 02111-1724
Attention: Sandy Wong Attention: Sandy Wong
By Overnight Courier and on the Expiration Date By Facsimile:
only by Hand after 4:30 p.m.: (617) 662-1545
State Street Bank and Trust Company, N.A.
2 Avenue De Lafayette Confirm by Telephone:
5th Floor (617) 662-1452
Boston, Massachusetts 02111-1724
Attention: Sandy Wong
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 CARE-
FULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR EXISTING NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges receipt of the Prospectus dated ____________,
2001 (the "Prospectus") of Select Medical Corporation (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's Offer to Exchange (the "Exchange Offer") $175,000,000 principal
amount of its 9 1/2% Senior Subordinated Notes due 2009 (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 9 1/2% Senior
Subordinated Notes due 2009 (the "Existing Notes"), of which $175,000,000
principal amount is outstanding, upon the terms and conditions set forth in the
Prospectus and this Letter of Transmittal. Other capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
For each Existing Note accepted for exchange, the holder of such Existing
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Existing Note. Interest on the Exchange Notes will accrue from
the last interest payment date on which interest was paid on the Existing Notes
surrendered in exchange therefor. Holders of Existing Notes accepted for
exchange will be deemed to have waived the right to receive any other payments
or accrued
interest on the Existing Notes. The Company reserves the right, at any time or
from time to time, to extend the Exchange Offer at its discretion, in which
event the term "Expiration Date" shall mean the latest time and date to which
the Exchange Offer is extended. The Company shall notify holders of the Existing
Notes of any extension by means of a press release or other public announcement
prior to 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Existing Notes are to be physically delivered to the Exchange Agent
herewith by Holders; (ii) tender of Existing 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 Prospectus under "The
Exchange Offer -- Procedures for Tendering Existing Notes" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Existing Notes or (iii) tender of Existing
Notes is to be made according to the guaranteed delivery procedures set forth in
the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures."
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Existing 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, or (ii) whose Existing Notes are held of record by DTC (or
its nominee) who desires to deliver such Existing Notes by book-entry transfer
at DTC. 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.
Holders of Existing Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through the DTC Automated
Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC
participants that are accepting the Exchange Offer must transmit their
acceptance to DTC, which will verify the acceptance and execute a book-entry
delivery to the Exchange Agent's DTC account. DTC will then send an Agent's
Message to the Exchange Agent for its acceptance. DTC participants may also
accept the Exchange Offer prior to the Expiration Date by submitting a Notice of
Guaranteed Delivery or Agent's Message relating thereto as described herein
under Instruction 1, "Guaranteed Delivery Procedures."
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
EXISTING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS
ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 (EXISTING NOTES)
- ------------------------------------------------------------------------------------------------------------------------------
Aggregate
Principal Amount Principal Amount
Name(s) and Address(es) of Registered Holder(s) Certificate Represented by Tendered (If Less Than
(Please fill in, if blank) Number(s)* Certificate(s) All)**
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any tendering Holder of Existing Notes 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 Existing Notes.
All other tenders must be integral multiples of $1,000.
------------------------------------------------------------ ----------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5, and 6) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates for Exchange To be completed ONLY if certificates for Existing
Notes issued in exchange for Existing Notes accepted for Notes in a principal amount not tendered or not accepted
exchange, or Existing Notes not tendered or not accepted for exchange, are to be sent to someone other than the
for exchange, are to be issued in the name of someone undersigned, or to the undersigned at an address other
other than the undersigned or, if such Existing Notes are than that shown above.
being tendered by book-entry transfer, to someone other
than DTC or to another account maintained by DTC.
Issue certificate(s) to: Mail certificate(s) to:
Name________________________________________________ Name________________________________________________
Address_____________________________________________ Address_____________________________________________
_____________________________________________ _____________________________________________
(Include Zip Code) (Include Zip Code)
_____________________________________________ _____________________________________________
(Taxpayer Identification or Social Security No.) (Taxpayer Identification or Social Security No.)
DTC Acct. No. ______________________________________
------------------------------------------------------------ ----------------------------------------------------------
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution___________________________________________________________
DTC Book-Entry Account No. __________________ Transaction Code No. _________________
[_] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_________________________________________________________
Window Ticket Number (if any)___________________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, PLEASE COMPLETE THE FOLLOWING:
Account Number _____________________ Transaction Code Number _____________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR
YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.
Name: ____________________________________________________________________________________
Address: _________________________________________________________________________________
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Existing Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Existing 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 Existing 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 and as Trustee under the
Indenture for the Existing Notes and Exchange Notes) with respect to the
tendered Existing Notes with full power of substitution to (i) deliver
certificates for such Existing Notes to the Company, or transfer ownership of
such Existing Notes on the account books maintained by DTC and deliver all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Company and (ii) present such Existing Notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Existing Notes, all in accordance with the terms and subject
to the conditions of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Existing 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 hereby further represents that any Exchange Notes acquired in
exchange for Existing Notes tendered hereby will have been acquired in the
ordinary course of business of the Holder receiving such Exchange Notes, whether
or not such person is the Holder, that neither the Holder nor any such other
person has any arrangement or understanding with any person to participate in
the distribution of such Exchange Notes and that neither the Holder nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company or any of its subsidiaries.
The undersigned also 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 in exchange for the
Existing Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof (other than any such holder that is
an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangements or understandings with any person to participate in the
distribution of such Exchange Notes. If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Existing Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment, transfer and purchase of the Existing
Notes tendered hereby. 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, trustees in bankruptcy or other legal
representatives of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer -- Withdrawal
Rights" section of the Prospectus.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Existing Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If any tendered Existing Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Existing
Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or at such
different address as may be indicated under "Special Delivery Instructions" as
promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Existing Notes pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering Existing 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.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Existing Notes accepted for exchange and return any Existing Notes not
tendered or not accepted for exchange in the name(s) of the undersigned (or in
either such event in the case of the Existing Notes tendered through DTC, by
credit to the undersigned's account at DTC). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the Exchange Notes issued in exchange for the Existing Notes
accepted for exchange and any certificates for Existing Notes not tendered or
not accepted for exchange (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s), unless,
in either event, tender is being made through DTC. In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the Exchange Notes issued
in exchange for the Existing Notes accepted for exchange and return any Existing
Notes not tendered or not accepted for exchange in the name(s) of, and 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 Existing Notes from the name of
the registered Holder(s) thereof if the Company does not accept for exchange any
of the Existing Notes so tendered.
Holders of Existing Notes who wish to tender their Existing Notes and (i)
whose Existing Notes are not immediately available or (ii) who cannot deliver
their Existing Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or cannot complete the procedure for book-entry
transfer, prior to the Expiration Date, may tender their Existing 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 the Letter of Transmittal printed
below.
SIGNATURE PAGE
PLEASE SIGN HERE WHETHER OR NOT
EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X__________________________________________ __________________________, 2000
Date
X__________________________________________ __________________________, 2000
Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number: ______________________________
The above lines must be signed by the registered Holder(s) of Existing
Notes as their name(s) appear(s) on the Existing Notes or, if the Existing Notes
are tendered by a participant in DTC, as such participant's name appears on a
security position listing as the owner of Existing Notes, or by a person or
persons 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 Existing Notes to which this Letter of
Transmittal relates 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, 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 to act.
See Instruction 4 regarding the completion of this Letter of Transmittal printed
below.
Name(s): _______________________________________________________________________
(Please Print)
Capacity:_______________________________________________________________________
(Title)
Address:________________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution (if required by Instruction
4):
_____________________________________________________________
(Authorized Signature)
_____________________________________________________________
(Title)
_____________________________________________________________
(Name of Firm)
Dated:__________________________, 2000
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by Holders,
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer -- Book-Entry Transfer" section of the Prospectus. Certificates
for all physically tendered Existing Notes, or Book-Entry Confirmation, as the
case may be, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile hereof) and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at one of the addresses set forth herein on or prior to the Expiration Date, or
the tendering Holder must comply with the guaranteed delivery procedures set
forth below. Existing Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof.
Holders whose certificates for Existing Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Existing
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined in Instruction 4 below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery),
substantially in the form provided by the Company, setting forth the name and
address of the Holder of Existing Notes and the amount of Existing Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within five New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Existing Notes, or a Book-Entry Confirmation, and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Existing Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter of Transmittal, are received by the Exchange Agent within five NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. IF EXISTING NOTES ARE SENT BY MAIL, IT IS
SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION
DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
See "The Exchange Offer" section in the Prospectus.
2. Tender by Holder. Only a Holder of Existing Notes may tender such
Existing Notes in the Exchange Offer. Any beneficial holder of Existing Notes
who is not the registered Holder and who wishes to tender should arrange with
the registered Holder to execute and deliver this Letter of Transmittal on his
or her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Existing Notes, either make appropriate
arrangements to register ownership of the Existing Notes in such holder's name
or obtain a properly completed bond power from the registered Holder.
3. Partial Tenders. Tenders of Existing Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Existing Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of 11%
Senior Subordinated Notes due 2009 (Existing Notes)" above. The entire principal
amount of Existing Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of a
Holder's Existing Notes is not tendered, then Existing Notes for the principal
amount of Existing Notes not tendered and a certificate or certificates
representing Exchange Notes issued in exchange for any Existing Notes accepted
for exchange 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 Existing Notes are accepted for exchange.
4. Signatures on this Letter of Transmittal; Endorsements and Powers of
Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by
the registered Holder of the Existing Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without any change whatsoever.
If any tendered Existing Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Existing 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 as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered Holder(s) of
the Existing Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any Existing Notes not tendered or not accepted for
exchange are to be reissued, to a person or persons other than the registered
Holder(s), then endorsements of any certificate(s) transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) or power(s)
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate bond powers or powers of
attorney, in each case signed exactly as the name or names on the registered
Holder(s) appear(s) on the certificate(s) and signatures on such certificate(s)
or power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates, bond powers or powers of
attorney 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 to so act must be submitted.
Endorsements on certificates for Existing Notes or signatures on bond
powers or powers of attorney required by this Instruction 4 must be guaranteed
by a firm which is a participant in a recognized signature guarantee medallion
program (an "Eligible Institution").
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Existing Notes are tendered (i) by a registered Holder of
Existing Notes (which term, for purposes of the Exchange Offer, includes any DTC
participant whose name appears on a security position listing as the Holder of
such Existing Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal,
or (ii) for the account of 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 Existing Notes 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 (or in the case of a tender of Existing Notes
through DTC, if different from DTC). In the case of issuance in a different
name, the taxpayer identification or social security number of the person named
must also be indicated. Holders tendering Existing Notes by book-entry transfer
may request that Exchange Notes issued in exchange for Existing Notes accepted
for exchange or Existing Notes not tendered or accepted for exchange be credited
to such account maintained at DTC as such Holder may designate hereon. If no
such instructions are given, such Exchange Notes or Existing Notes not exchanged
will be returned to the name and address of the person signing this Letter of
Transmittal.
6. Tax Identification Number. Federal income tax law requires that a
Holder whose Existing Notes are accepted for exchange must provide the Company
(as payer) with his, her or its correct Taxpayer Identification Number ("TIN"),
which, in the case of an exchanging Holder who is an individual, is his or her
social security number. If the Company is not provided with the correct TIN or
an adequate basis for exemption, such Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"), and payments made with
respect to the Exchange Notes or Exchange Offer may be subject to backup
withholding at a 31% rate. If withholding results in an overpayment of taxes, a
refund may be obtained. Exempt Holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9."
To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Substitute Form W-9 included below in this
Letter of Transmittal, certifying that the TIN provided is correct (or that such
Holder is awaiting a TIN) and that the Holder is exempt from backup withholding
because (i) the Holder has not been notified by the IRS that he, she or it is
subject to backup withholding as a result of a failure to report all interest or
dividends, or (ii) the IRS has notified the Holder that he, she or it is no
longer subject to backup withholding. In order to satisfy the Company that a
foreign individual qualifies as an exempt recipient, such Holder must submit a
statement signed under penalty of perjury attesting to such exempt status. Such
statements may be obtained from the Exchange Agent. If the Existing Notes are in
more than one name or are not in the name of the actual owner, consult the
substitute Form W-9 for information on which TIN to report. If you do not
provide your TIN to the Company within 60 days, backup withholding may begin and
continue until you furnish your TIN to the Company.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Existing Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Existing Notes not tendered
or accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person(s) other than the registered Holder(s) of the
Existing Notes tendered hereby, or if tendered Existing 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
Existing Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered Holder(s) or on any other
person(s)) will be payable by the tendering Holder(s). If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering
Holder(s).
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Existing Notes listed in this Letter of
Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify conditions to the Exchange Offer in the case of any
Existing Notes tendered (and to refuse to do so).
9. No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Existing Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Existing Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Existing Notes, nor shall any of them incur any liability for failure to give
any such notice.
10. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any tendering
Holder whose Existing Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at one of the addresses indicated herein for
further instructions.
11. Requests for Assistance or Additional Copies. Questions and requests
for assistance for additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or the "Guidelines for
Certification of Taxpayer Identification Number" on Substitute Form W-9 may be
directed to the Exchange Agent at one of the addresses specified in the
Prospectus
(DO NOT WRITE IN THE SPACE BELOW)
Account Number:______________________ Transaction Code Number:________________
Certificate Existing Existing
Surrendered Notes Tendered Notes Accepted
----------- -------------- --------------
- ----------------------------------------- -------------------------------------- -----------------------------------
- ----------------------------------------- -------------------------------------- -----------------------------------
- ----------------------------------------- -------------------------------------- -----------------------------------
Delivery Prepared by:___________________________________________________________
Checked by:_____________________________________________________________________
Date:___________________________________________________________________________
PAYER'S NAME: SELECT MEDICAL CORPORATION
- ---------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Name (if joint names, list first and circle the name of the person or entity whose number you
enter in Part 1 below. See instructions if your name has changed.)
FORM W-9
Department of the Treasury ----------------------------------------------------------------------------------------
Internal Revenue Service Payer's Address_________________________________________________________________________
Request for TIN City, state and ZIP code________________________________________________________
List account number(s) here (optional)__________________________________________
----------------------------------------------------------------------------------------
Part 1 PLEASE PROVIDE YOUR TAXPAYER Social Security number
IDENTIFICATION NUMBER ("TIN") IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW. or TIN____________________________
----------------------------------------------------------------------------------------
Part 2 Check the box if you are not subject to backup withholding under the provisions
of section 3408(a)(1)(c) of the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue Service has notified you that you are
no longer subject to backup withholding [_].
----------------------------------------------------------------------------------------
CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I Part 3
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE. AWAITING TIN [_]
Signature___________________________ Date__________
- ---------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS 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.