Exhibit 99.1
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LETTER OF TRANSMITTAL
With Respect to Tender of
Any and All Outstanding 7 1/8% Series A Senior Notes due 2011
In Exchange For
7 1/8% Series B Senior Notes due 2011
of
Pure Resources
Pursuant to the prospectus dated ________, 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
___________, 2001, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
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The exchange agent is:
FIRST UNION NATIONAL BANK
By Registered Mail or By Overnight Courier or
Hand Delivery: By Facsimile: Certified Mail:
First Union National Bank (704) 590-7628 First Union National Bank
First Union Customer Information Center First Union Customer Information Center
Corporate Trust Operations - NC1153 Confirm by Telephone: Corporate Trust Operations - NC1153
1525 West W. T. Harris Blvd. - 3C3 1525 West W. T. Harris Blvd. - 3C3
Charlotte, North Carolina 28262-1153 (704) 590-7413 Charlotte, North Carolina 28262-1153
Attention: Marsha Rice Attention: Marsha Rice
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus dated
____________, 2001, of Pure Resources, Inc., a Delaware corporation ("Pure" or
the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 7 1/8% Series B Senior Notes due 2011 (the
"Exchange Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for each $1,000 principal amount of its
outstanding 7 1/8% Series A Senior Notes due 2011 (the "Old Notes"). Recipients
of the prospectus should read the requirements described in the 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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY
BOX BELOW.
This Letter of Transmittal is to be used by a holder of Old Notes:
. if certificates representing tendered Old Notes are to be forwarded
herewith, or
. if a tender is made pursuant to the guaranteed delivery procedures in
the section of the prospectus entitled "The Exchange Offer --
Guaranteed Delivery Procedures."
Holders that are tendering by book-entry transfer to the exchange agent's
account at DTC can execute the tender through the Automated Tender Offer Program
("ATOP") for which the Exchange Offer 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 account at DTC. DTC will then send an agent's message forming part of a
book-entry transfer in which the participant agrees to be bound by the terms of
the Letter of Transmittal (an "Agent's Message") to the exchange agent for its
acceptance. Transmission of the Agent's Message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must:
. complete the box entitled, "Description of Old Notes Tendered;"
. if appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, Special Issuance Instructions and
Special Delivery Instructions;
. sign the Letter of Transmittal by completing the box entitled "Sign
Here;" and
. 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
whose Old Notes are not immediately available or who cannot deliver their Old
Notes, this Letter of Transmittal and all other documents required hereby to the
exchange agent or complete the procedures for book-entry transfer 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 -- Guaranteed Delivery Procedures." See Instruction 2. Delivery
of documents to DTC does not constitute delivery to the exchange agent. In order
to ensure participation in the Exchange Offer, Old Notes must be properly
tendered prior to the Expiration Date.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in box below entitled "Description of Old Notes
Tendered," 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.
The Exchange Offer may be extended, terminated or amended, as provided in
the prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will remain
subject to such Exchange Offer. The Exchange Offer is scheduled to expire at
5:00 p.m., New York City time, on _________, 2001, unless extended by Pure.
The undersigned hereby tenders for exchange the Old Notes described in the
box entitled "Description of Old Notes Tendered" below pursuant to the terms and
conditions described in the prospectus and this Letter of Transmittal.
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DESCRIPTION OF OLD NOTES TENDERED
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(1) (2) (3) (4)
Name(s) and Address(es) of Aggregate Principal Principal Amount
Registered Holder(s) Amount Represented by Tendered for Exchange
(Please Fill In, If Blank) Certificate Number(s) Certificate(s) (A)(B)
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Total Principal
Amount Tendered
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(A) Unless otherwise indicated in this column, any tendering holder will
be deemed to have tendered the entire principal amount represented by
the Old Notes indicated in the column labeled "Aggregate Principal
Amount Represented by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Old
Notes. All other tenders must be integral multiples of $1,000.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s)_______________________________________
Window Ticket Number (if any)_________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution that guaranteed delivery__________________________
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Only registered holders are entitled to tender their Old Notes for exchange
in the Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record owner
of the Old Notes and who wishes to make book-entry delivery of Old Notes as
described above must complete and execute a participant's letter (which will be
distributed to participants by DTC) instructing DTC's nominee to tender such Old
Notes for exchange. Persons who are beneficial owners of Old Notes but are not
registered holders and who seek to tender Old Notes should:
. contact the registered holder of such Old Notes and instruct such
registered holder to tender on his or her behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder or accompanied by a
properly completed bond power from the registered holder, with
signatures on the endorsement or bond power guaranteed by a firm that
is a member of a registered national securities exchange, a member of
the National Association of Securities Dealers, Inc., a commercial
bank or trading company having an office in the United States or
certain other eligible guarantors (each, an "Eligible Institution");
or
. effect a record transfer of such Old Notes from the registered holder
to such beneficial owner and comply with the requirements applicable
to registered holders for tendering Old Notes prior to the Expiration
Date.
See the section entitled "The Exchange Offer Procedures for Tendering" in the
prospectus.
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Pure for exchange the Old Notes indicated above.
Subject to, and effective upon, acceptance for purchase of the Old Notes
tendered herewith, the undersigned hereby sells, assigns, transfers and
exchanges to Pure all right, title and interest in and to all such Old Notes
tendered for exchange hereby. The undersigned hereby irrevocably constitutes and
appoints the exchange agent as the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that the exchange agent also acts as agent
of Pure) with respect to such Old Notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to:
. deliver certificates representing such Old Notes, or transfer
ownership of such Old Notes on the account books maintained by DTC,
together, in each such case, with all accompanying evidences of
transfer and authenticity to Pure;
. present and deliver such Old Notes for transfer on the books of Pure;
and
. receive all benefits or otherwise exercise all rights and incidents of
beneficial ownership of such Old Notes, all in accordance with the
terms of the Exchange Offer.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, Pure will acquire good and unencumbered
title to the tendered Old Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The undersigned
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the exchange agent or Pure to be necessary or desirable to
complete the exchange, assignment and transfer of tendered Old Notes or transfer
ownership of such Old Notes on the account books maintained by the book-entry
transfer facility. The undersigned further agrees that acceptance of any and
all validly tendered Old Notes by Pure and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by Pure of its
obligations under the Registration Rights Agreement.
By tendering, each holder of Old Notes represents that the Exchange Notes
acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of such Exchange Notes, that such holder is not
an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act and that such holder is not participating in, and does not intend
to participate in, a distribution of the Exchange Notes. Any holder of Old
Notes who is an affiliate of the Company or who tenders Old Notes in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes cannot rely on the position of the staff of the Securities and
Exchange Commission (the "Commission") enunciated in its series of interpretive
"no-action" letters with respect to exchange offers and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
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 holding Old Notes that
were acquired for its own account 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
Exchange Notes received in respect of such Old Notes pursuant to the Exchange
Offer, however, by so acknowledging and by delivering a prospectus in connection
with the exchange of Old Notes, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy, and personal and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of Transmittal.
The Exchange Offer is subject to certain conditions, each of which may be
waived or modified by Pure, in whole or in part, at any time and from time to
time, as described in the prospectus under the caption "The Exchange Offer
Conditions." The undersigned recognizes that as a result of such conditions Pure
may not be required to accept for exchange, or to issue Exchange Notes in
exchange for, any of the Old Notes properly tendered hereby. In such event, the
tendered Old Notes not accepted for exchange will be returned to the undersigned
without cost to the undersigned at the address shown
below the undersigned's signature(s) unless otherwise indicated under "Special
Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below,
please return any certificates representing Old Notes not tendered or not
accepted for exchange in the name(s) of the holder(s) appearing under
"Description of Old Notes Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail any certificates representing Old
Notes not tendered or not accepted for exchange (and accompanying document, as
appropriate) to the address(es) of the holder(s) appearing under "Description of
Old Notes Tendered." In the event that both the "Special Issuance Instructions"
and the "Special Delivery Instructions" are completed, please issue the
certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange in the name(s) of, and return any Old Notes not
tendered or not accepted for exchange to, the person or persons so indicated.
Unless otherwise indicated under "Special Issuance Instructions," in the case of
a book-entry delivery of Old Notes, please credit the account maintained at DTC
with any Old Notes not tendered or not accepted for exchange. The undersigned
recognizes that Pure does not have any obligation pursuant to the Special
Issuance Instructions, to transfer any Old Notes from the name of the holder
thereof if Pure does not accept for exchange any of the Old Notes so tendered or
if such transfer would not be in compliance with any transfer restrictions
applicable to such Old Notes.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if (i) Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
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) Old Notes tendered by book-
entry transfer which are not exchanged are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue to:
Name:_________________________________________________________________________
(Please Print)
Address:______________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
Credit Old Notes not exchanged and delivered by book-entry transfer to the
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 Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail to:
Name:_________________________________________________________________________
(Please Print)
Address:______________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
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SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of holder(s) of Old Notes
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 holder(s) by
certificates and documents transmitted herewith. If signature is by an attorney-
in-fact, executor, administrator, trustee, guardian, officer of a corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 6.)
Capacity (Full Title)___________________________________________________________
Name(s)_________________________________________________________________________
(Please type or Print)
Address_________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number__________________________________________________
Tax Identification or Social Security No._______________________________________
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GUARANTEE OF SIGNATURE(S)
(If required -- see Instructions 1 and 6)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(Please Type or Print)
Title:__________________________________________________________________________
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated:__________________________________________________________________________
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IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Guarantee of Signatures. Signatures on this Letter of Transmittal need
not be guaranteed if the Old Notes tendered hereby are tendered:
. by the registered holder(s) of Old Notes thereof, unless such holder
has completed either the box entitled "Special Issuance Instructions"
or the box entitled "Special Delivery Instructions" above; or
. to the account of a firm that is an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Persons who are beneficial owners of Old
Notes but are not the registered holder(s) and who seek to tender Old Notes for
exchange should:
. contact the registered holder(s) of such Old Notes and instruct such
registered holder(s) to tender on such beneficial owner's behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder(s) or accompanied by a
properly completed bond power from the registered holder(s) with
signatures on the endorsement or bond power guaranteed by an Eligible
Institution; or
. effect a record transfer of such Old Notes from the registered
holder(s) to such beneficial owner and comply with the requirements
applicable to registered holder(s) for tendering Old Notes for
exchange prior to the Expiration Date. See Instruction 6.
2. Delivery of this Letter of Transmittal and Certificates for Old Notes
or Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of
Transmittal is to be completed by registered holder(s) if certificates
representing Old Notes are to be forwarded herewith. All physically delivered
Old Notes, as well as a properly completed and duly executed Letters of
Transmittal (or manually signed facsimile thereof) and any other required
documents, must be received by the exchange agent at its address set forth on
the cover of this Letter of Transmittal prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
exchange agent.
The method of delivery of this Letter of Transmittal, Old Notes and all
other required documents to the exchange agent is at the election and risk of
the holder thereof. If such delivery is by mail, it is suggested that holders
use properly insured registered mail, return receipt requested, and that the
mailing be sufficiently in advance of the Expiration Date, to permit delivery to
the exchange agent prior to such date. Except as otherwise provided below, the
delivery will be deemed made when actually received or confirmed by the exchange
agent. This Letter of Transmittal and Old Notes tendered for exchange should be
sent only to the exchange agent, not to Pure.
A holder who desires to tender Old Notes for exchange and who cannot comply
with the procedures set forth herein for tender on a timely basis or whose Old
Notes are not immediately available must comply with the guaranteed delivery
procedures described below.
If holders desire to tender Old Notes for exchange pursuant to the Exchange
Offer and:
. certificates representing such Old Notes are not lost but are not
immediately available;
. time will not permit this Letter of Transmittal, certificates
representing Old Notes or other required documents to reach the
exchange agent prior to the Expiration Date; or
. the procedures for book-entry transfer cannot be completed prior to
the Expiration Date, such holder may effect a tender of Old Notes for
exchange in accordance with the guaranteed delivery procedures set
forth in the prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution
(defined as a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an institution
that is a recognized member in good standing of a Medallion Signature Guarantee
Program recognized by the exchange agent, i.e., the Securities Transfer Agent's
Medallion Program, the Stock Exchange's Medallion Program and the New York Stock
Exchange's Medallion Signature Program);
(b) prior to the Expiration Date, the exchange agent must have received
from such Eligible Institution, at one of the addresses of the exchange agent
set forth herein, a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile, mail or hand delivery) substantially in the form
provided by Pure setting forth the name(s) and address(es) of the registered
holder(s) of such Old Notes, the certificate number(s) and the principal amount
of Old Notes being tendered for exchange and stating that the tender is being
made thereby and guaranteeing that, within three (3) New York Stock Exchange
trading days after the Expiration Date, a properly completed and duly executed
Letter of Transmittal, or a facsimile thereof, together with certificates
representing the Old Notes (or confirmation of book-entry transfer of such Old
Notes into the exchange agent's account with DTC and an Agent's Message) and any
other documents required by this Letter of Transmittal and the instructions
hereto, will be deposited by such Eligible Institution with the exchange agent;
and
(c) this Letter of Transmittal or a facsimile thereof, properly completed
together with duly executed certificates for all physically delivered Old Notes
in proper form for transfer (or confirmation of book-entry transfer of such Old
Notes into the exchange agent's account with DTC as described above) and all
other required documents must be received by the exchange agent within three (3)
New York Stock Exchange trading days after the date of the Notice of Guaranteed
Delivery.
All tendering holders, by execution of this Letter of Transmittal, waive
any right to receive any 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 Tendered" above is adequate, the certificate numbers
and principal amounts of Old Notes tendered should be listed on a separate
signed schedule affixed hereto.
4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any
time prior to the Expiration Date by delivery of written or facsimile (receipt
confirmed by telephone) notice of withdrawal to the exchange agent at the
address set forth on the cover of this Letter of Transmittal. To be effective,
a notice of withdrawal must:
. specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor");
. identify the Old Notes to be withdrawn (including the certificate
number or numbers and principal amount of such Old Notes);
. include a statement that such holder is withdrawing his election to
have such Old Notes exchanged;
. be signed by the holder in the same manner as the original signature
on the Letter of Transmittal by which such Old Notes were tendered or
as otherwise described above (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture register the transfer of such Old
Notes into the name of the person withdrawing the tender;
. specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor; and
. if applicable because the Old Notes have been tendered under the book-
entry procedures, specify the name and number of the participant's
account at DTC to be credited, if different from that of the person
having tendered the Old Notes to be withdrawn.
The exchange agent will return the properly withdrawn Old Notes promptly
following receipt of notice of withdrawal. All questions as to the validity of
notices of withdrawals, including, time of receipt, will be determined by Pure
and such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old 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
Old Notes tendered by book-entry transfer into the exchange agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such book-
entry transfer facility specified by the holder) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described under the caption "The Exchange Offer--Procedures for Tendering" in
the prospectus at any time prior to the Expiration Date.
5. Partial Tenders (Not Applicable To Holders Of Old Notes Who Tender By
Book-Entry Transfer). 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 any 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 Tendered," as more fully described
in the footnotes thereto. In the 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 boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" above, as soon as practicable after the expiration or
termination of the Exchange Offer.
6. Signatures on This Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal is signed by the holder(s) of the
Old Notes tendered for exchange hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. 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 names
in which certificates are held.
If this Letter of Transmittal or any certificates 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 proper evidence satisfactory to
Pure of its authority so to act must be submitted, unless waived by Pure.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
listed and transmitted hereby, no endorsements of certificates or separate bond
powers are required unless certificates for Old Notes not tendered or not
accepted for exchange are to be issued or returned in the name of a person other
than for the holder(s) thereof. Signatures on such certificates must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes, the certificates representing such Old
Notes must be properly endorsed for transfer by the registered holder or be
accompanied by a properly completed bond power from the registered holder, in
either case signed by such registered holder(s) exactly as the name(s) of the
registered holder(s) the Old Notes appear(s) on the certificates. Signatures on
the endorsement or bond power must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
7. Transfer Taxes. Except as set forth in this Instruction 7, Pure will
pay or cause to be paid any transfer taxes 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 Old Notes pursuant to the Exchange
Offer, then the amount of any transfer taxes (whether imposed on the registered
holder(s) or any other persons) will be payable by the tendering holder. If
satisfactory evidence of the 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 Exchange Notes are
to be issued or if any Old Notes not tendered or not accepted for exchange are
to be issued or sent to a person other than the person(s) signing this Letter of
Transmittal 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 for exchange be credited to such account maintained at DTC as such
holder may designate.
9. Irregularities. All questions as to the forms of all documents and
the validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Old Notes will be determined by Pure, in its sole discretion,
which
determination shall be final and binding. Alternative, conditional or contingent
tenders will not be considered valid. Pure reserves the absolute right to reject
any or all tenders of Old Notes that are not in proper form or the acceptance of
which would, in Pure's opinion, be unlawful. Pure also reserves the right to
waive any defects, irregularities or conditions of tender as to particular Old
Notes. Pure's interpretations of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Old Notes must
be cured within such time as Pure determines, unless waived by Pure. Tenders of
Old Notes shall not be deemed to have been made until all defects or
irregularities have been waived by Pure or cured. Neither Pure, the exchange
agent, nor any other person will be under any duty to give notice of any defects
or irregularities in tenders of Old Notes, or will incur any liability to
registered holders of Old Notes for failure to give such notice.
10. Waiver of Conditions. To the extent permitted by applicable law, Pure
reserves the right to waive any and all conditions to the Exchange Offer as
described under "The Exchange Offer--Conditions" in the prospectus, and accept
for exchange any Old Notes tendered.
11. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 30.5% of the gross proceeds received
pursuant to the Exchange Offer. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such Payee is awaiting a TIN) and that:
. the Payee is exempt from backup withholding;
. the Payee has not been notified by the Internal Revenue Service that
such Payee is subject to backup withholding as a result of a failure
to report all interest or dividends; or
. the Internal Revenue Service has notified the Payee that such Payee is
no longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and
sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for a
TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8BEN or W-8ECI
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the Payor.
12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder of Old
Notes whose Old Notes have been mutilated, lost, stolen or destroyed should
contact the exchange agent at the address or telephone number set forth on the
cover of this Letter of Transmittal for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the prospectus, this Letter of Transmittal, the
Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be directed to the exchange
agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT- This Letter of Transmittal, together with certificates for
tendered Old Notes and all other required documents, with any required signature
guarantees and all other required documents must be received by the exchange
agent prior to the Expiration Date.
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PAYOR'S NAME: FIRST UNION NATIONAL BANK
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PART 1 - PLEASE PROVIDE YOUR TIN ON THE TIN: ________________________________
LINE AT RIGHT AND CERTIFY BY SIGNING AND (Social Security Number or
DATING BELOW Employer Identification Number)
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PART 2--TIN Applied For [_]
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SUBSTITUTE CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Form W-9 (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for
a number to be issued to me).
Department Of The (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I
Treasury Internal have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup
Revenue Service withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
Payor's Request For (3) any other information provided on this form is true and correct.
Taxpayer Identification
Number ("TIN") and Signature ___________________________________________________________ Date _______________, 2001
Certification
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You must cross out 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 and you have not been notified by the IRS that you are no longer subject to
backup withholding.
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 30.5% OF ANY AMOUNTS PAID 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 2 OF SUBSTITUTE FORM W-9
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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 (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 30.5% of all
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 30.5% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature ________________________________________ Date ____________, 2001
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30.5 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.