EXHIBIT 99.1
LETTER OF TRANSMITTAL
GOTHIC ENERGY CORPORATION
(AN OKLAHOMA CORPORATION)
OFFER TO EXCHANGE ITS
11 1/8% SERIES B SENIOR SECURED NOTES DUE 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 FOR ALL OF ITS OUTSTANDING
11 1/8% SERIES A SENIOR SECURED NOTES DUE 2005
PURSUANT TO THE PROSPECTUS DATED MAY __, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JUNE __, 1998
To: The Bank of New York, as Exchange Agent
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street - 7E
New York, New York 10286
Attention: Reorganization Depart.
Diana Torres
By Overnight Courier or By Hand:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window, Ground Level
New York, New York 10286
Attention: Reorganization Depart.
Diana Torres
By Facsimile: (212) 815-6339
Confirm by Telephone: (212) 815-2742
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received the Prospectus dated
May __, 1998 (the "Prospectus") of Gothic Energy Corporation, an Oklahoma
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange up to $235,000,000 in aggregate principal amount of the
Company's 11 1/8% Series B Senior Secured Notes due 2005 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 (the
"Exchange Notes"), for a like principal amount of the Company's outstanding 11
1/8% Series A Senior Secured Notes due 2005 (the "Outstanding Notes") of which
$235,000,000 principal amount is outstanding. The term "Expiration Date" shall
mean 5:00 p.m. New
York City time on June __, 1998. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus
The Letter of Transmittal is to be used by holders of Outstanding Notes whether
(i) certificates representing the Outstanding Notes are to be physically
delivered herewith, (ii) the guaranteed delivery procedures described in the
Prospectus are to be utilized, or (iii) tenders are to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company, New York, New York ("DTC" or the "Book-Entry Transfer Facility"),
pursuant to the procedures set forth in the Prospectus. Delivery of documents
to DTC does not constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "Holder" with respect to the
Exchange Offer means any person in whose name Outstanding Notes are registered
on the books of the Company or the Note Registrar or any other person who has
obtained a properly completed bond power from the registered holder or any
person whose Outstanding Notes are held of record by the Book-Entry Transfer
Facility who desires to deliver such Outstanding Notes by book-entry transfer at
the Book-Entry Transfer Facility. 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 who wish to tender
their Outstanding Notes must complete this Letter of Transmittal in its
entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW.
DESCRIPTION OF 11 1/8% SERIES A SENIOR SECURED NOTES DUE 2005
(THE OUTSTANDING NOTES)
PRINCIPAL AMOUNT
AGGREGATE PRINCIPAL TENDERED (MUST BE IN
NAME AND ADDRESS OF REGISTERED HOLDER(S) AMOUNT REPRESENTED BY INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S) /(1)/ CERTIFICATE(S) /(1)/ $1,000) /(2)/
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____________________________
(1) Need not be completed by Holders tendering by book-entry transfer.
(2) Unless otherwise indicated in the column labeled "Principal Amount
Tendered," any tendering Holder will be deemed to have tendered the full
aggregate amount represented by such Outstanding Notes.
Holders of Outstanding Notes who wish to tender and whose Outstanding Notes are
not immediately available or who cannot deliver their Outstanding Notes and all
other documents required hereby to the Exchange Agent prior to the Expiration
Date or whose Outstanding Note(s) cannot be delivered on a timely basis pursuant
to the rules for book-entry transfer may tender Outstanding Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering." See Instructions below.
2
[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:____________________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):_____________________________________________
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 AMENDMENT OR SUPPLEMENT TO THE
PROSPECTUS.
Name:_____________________________________________________________________
Address:__________________________________________________________________
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SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered, or Exchange Notes issued in exchange for Outstanding Notes
accepted for exchange, are to be issued in the name of someone other than the
undersigned or if Outstanding Notes tendered by book-entry transfer which are
not exchanged and/or any Exchange Notes are to be returned by credit to an
account maintained by DTC other than the account designated above.
Issue certificate(s) to:
DTC Account Number:_____________________________________________________________
Name:_____________________________________________ (Please Print)
Address:_____________________________________________________________
(Include Zip Code)
(Tax Identification or Social Security No.)
SPECIAL REGISTRATION
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered, or Exchange Notes issued in exchange for Outstanding Notes
accepted for exchange, are to be sent to someone other than the undersigned, or
to the undersigned at an address other than that shown above.
Deliver certificate(s) to:
Name:_____________________________________________ (Please Print)
Address:_____________________________________________________________
(Include Zip Code)
(Tax Identification or Social Security No.)
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Outstanding Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Outstanding Notes tendered in accordance with this
Letter of Transmittal, the undersigned exchanges, assigns and transfers to, or
upon the order of, the Company, all right, title and interest in and to the
Outstanding Notes tendered hereby and accepted for exchange pursuant to the
Exchange Offer. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its, his or her agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as the agent of the Company) with respect to
the tendered Outstanding Notes with full power of substitution to (i) deliver
certificates for such Outstanding Notes to the Company or its agent or transfer
ownership of such Outstanding Notes on the account books maintained by DTC,
together in either such case with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company or its agent or transfer
ownership of such Outstanding Notes on the account books maintained by DTC,
together in either such case with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes and (ii) present such
Outstanding Notes for cancellation and transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Outstanding Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT, HE OR SHE HAS FULL POWER
AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE OUTSTANDING NOTES
TENDERED HEREBY AND THAT THE COMPANY WILL ACQUIRE GOOD AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND
NOT SUBJECT TO ANY ADVERSE CLAIM, WHEN THE SAME ARE ACQUIRED BY THE COMPANY.
THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE ASSIGNMENT, TRANSFER AND EXCHANGE OF THE OUTSTANDING NOTES TENDERED
HEREBY.
The undersigned also acknowledges that the Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") that the Exchange Notes issued in exchange for the
Outstanding Notes pursuant to the Exchange Offer may be offered for resale,
resold or otherwise transferred by Holders thereof (other than any Holder that
is an affiliate of the Company within the meaning of Rule 405 of 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
with any person to participate in the distribution of the Exchange Notes. If
the undersigned is not a broker-dealer or is a broker-dealer but will not
receive Exchange Notes for its own account in exchange for Outstanding Notes,
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
Outstanding 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.
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By acceptance of the Exchange Offer, each broker-dealer that receives Exchange
Notes pursuant to the Exchange Offer hereby acknowledges and agrees that, upon
receipt of notice by the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires the
making of any changes in the Prospectus in order to make the statements therein
not misleading (which notice the Company agrees to deliver promptly to such
broker-dealer), such broker-dealer will suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to such broker-dealer.
The undersigned represents that (i) the Exchange Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of such Holder's
business, (ii) such Holder has no arrangement with any other person to
participate in the distribution of such Exchange Notes and (iii) such Holder is
not an "affiliate" of the Company as defined under Rule 405 of the Securities
Act, or if such Holder is an affiliate, that such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable.
The undersigned understands that, upon acceptance by the Company of the
Outstanding Notes tendered under the Exchange Offer, the undersigned will be
deemed to have accepted the Exchange Notes and will be deemed to have
relinquished all rights with respect to the Outstanding Notes so accepted.
The undersigned understands that the Company may accept the undersigned's tender
at any time on or after the Expiration Date by delivering oral or written notice
of acceptance to the Exchange Agent. Tenders of Outstanding Notes may be
withdrawn at any time prior to the Expiration Date, unless theretofore accepted
for exchange as provided in the Exchange Offer.
The undersigned understands that the Company reserves the right, at any time and
from time to time, in its sole discretion (subject to its obligation under the
Registration Rights Agreement) (i) to delay accepting any Outstanding Notes or
to delay the issuance and exchange of Exchange Notes for Outstanding Notes, or
if any of the conditions set forth in the Prospectus under the caption "The
Exchange Offer " shall not have been satisfied, to terminate the Exchange Offer,
by giving oral or written notice of such delay or termination to the Exchange
Agent or (ii) to amend the terms of the Exchange Offer in any manner.
If any tendered Outstanding Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Outstanding
Notes will be returned, without expense to the tendering Holder thereon, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" (or, in the case of
Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will
be credited to the account of such Holder maintained at the Book-Entry Transfer
Facility) as promptly as practicable after the expiration or termination of the
Exchange Offer.
All authority conferred or aimed 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.
The undersigned understands that tenders of Outstanding Notes pursuant to the
procedures described under the caption "The Exchange Offer - Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. Any tender of Outstanding
Notes pursuant to this Letter of Transmittal may be withdrawn only in accordance
with the applicable procedures set forth in the Prospectus.
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The Exchange Notes exchanged for the tendered Outstanding Notes will be issued
to the undersigned and mailed to the address (or credited) to the account
maintained at the Book-Entry Transfer Facility above unless otherwise indicated
under the "Special Registration Instructions" or the "Special Delivery
Instructions" above.
The undersigned understands that the Company has no obligation pursuant to the
"Special Registration Instructions" or "Special Delivery Instructions" to
transfer any Outstanding Notes from the name of the registered Holder(s) thereof
if the Company does not accept for exchange any of the Outstanding Notes so
tendered.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available or (ii) who cannot deliver their Outstanding
Notes (or complete the procedures for book-entry transfer), this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date may tender their Outstanding Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer - Guaranteed Delivery Procedures". See Instruction 1
printed below regarding the completion of this Letter of Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
Signature(s) of Registered Holder(s) ___________________________________________
or Authorized Signatory _________________________________________ Date ________
Area Code and Telephone Number: ________________________________________________
The above lines must be signed by the registered Holder(s) as their name(s)
appear(s) on the Outstanding Notes or on a security position listing at the
Book-Entry Transfer Facility as the owner of the Outstanding Notes or by
person(s) authorized to become registered Holder(s), a copy of which must
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint Holders,
then all such Holders must sign this Letter of Transmittal. If required by
Instruction 4 hereto, the signatures on the above lines must be guaranteed by an
Eligible Institution.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
title below and (ii) unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act with this letter. See
Instruction 4 regarding the completion of this Letter of Transmittal below.
Name(s) ________________________________________________________________________
(Please Print)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
(Include Zip Code)
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Area Code and Telephone No. ____________________________________________________
Tax Identification or Social Security Nos. ____________________________________
Please Complete Substitute Form W-9
GUARANTEE OF SIGNATURES(S)
Signature(s) must be guaranteed if required by Instruction 4
Authorized Signature
Dated: _______________, 1998
Name and Title _________________________________________________________
(Please Print)
Name of Firm ___________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR BOOK-ENTRY
CONFIRMATIONS. Certificates for all physically tendered Outstanding Notes, or
confirmation of a book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility of Outstanding Notes tendered electronically,
together in each case with a properly completed and duly executed copy of this
Letter of Transmittal and any other documents required by this Letter of
Transmittal or the Prospectus, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date unless the tendering Holder complies with the guaranteed
delivery procedures described in the following paragraph. The method of
delivery of Outstanding Notes, this Letter of Transmittal and all other required
documents to the Exchange Agent is at the election and risk of the Holder and,
except as otherwise provided below, the delivery will be deemed made only when
actually received by the Exchange Agent. Instead of delivery by mail, it is
recommended that the Holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. No Letter
of Transmittal, certificates representing Outstanding Notes or any other
required documents should be sent to the Company.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available, or (ii) who cannot deliver their
Outstanding Notes (or complete the procedure for book-entry transfer), this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedures; (i) such tender must be made by or through an
Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail,
delivery or overnight courier, setting forth the name and address of the Holder
and any certificate numbers) of such Outstanding Notes and the principal amount
of Outstanding Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five (5) New York Stock Exchange trading days after
the Expiration Date, this Letter of Transmittal (or facsimile hereof) together
with certificate(s) representing the Outstanding Notes (or, with respect to a
book-entry transfer, confirmation of a book-entry transfer of the Outstanding
Notes into the Exchange Agent's account at the BookEntry Transfer Facility) and
any other required documents will be deposited by the Eligible Institution with
the Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or, with respect to a book-entry
transfer, confirmation of a book-entry transfer of the Outstanding Notes into
the Exchange Agent's Account at the Book-Entry Transfer Facility, must be
received by the Exchange Agent within five (5) New York Stock Exchange trading
days after the Expiration Date, all as provided in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures." Any Holder who
wishes to tender his, her or its Outstanding Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery from the Eligible Institution prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request to the Exchange
Agent, a duplicate Notice of Guaranteed Delivery will be sent to Holders. A
Notice of Guaranteed Delivery has been included with the Prospectus and the
Letter of Transmittal for use by Holders who wish to tender their Outstanding
Notes according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of receipt),
acceptance of tendered Outstanding Notes, and withdrawal of tendered Outstanding
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all
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Outstanding Notes determined by the Company not to be validly tendered or any
Outstanding Notes the acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the absolute right to waive
any defects, irregularities or conditions of tender to particular Outstanding
Notes. The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) will be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Notes will render such tenders invalid
unless such defects or irregularities are cured within such time as the Company
shall determine. Any Outstanding 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.
2. TENDER OF HOLDER. Only a Holder of Outstanding Notes may tender such
Outstanding Notes in the Exchange Offer. Any beneficial owner of Outstanding
Notes who is not the registered Holder and who wishes to tender should arrange
with such registered Holder to execute and deliver this Letter of Transmittal on
such owner's behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his Outstanding Notes, either make appropriate
arrangements to register ownership of the Outstanding Notes in such owner's name
or obtain a properly completed bond power from the registered Holder.
3. PARTIAL TENDERS; WITHDRAWALS. (Not applicable to Holders who tender by book-
entry transfer.) If less than the entire principal amount of any Outstanding
Notes evidenced by a certificate is tendered, the tendering Holder should fill
in the principal amount tendered in the third column of the box entitled
"Description of 11 1/8% Series A Senior Secured Notes Due 2005 (the Outstanding
Notes)" above. The entire principal amount of any Outstanding Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Outstanding Notes are not
tendered and a certificate or certificates representing Exchange Notes (subject
to the denomination requirements discussed in the Prospectus) issued in exchange
for any Outstanding Notes accepted will be sent to the Holder at its, his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Outstanding Notes are
accepted for exchange.
A tender pursuant to the Exchange Offer may be withdrawn subject to the
procedures set forth in this Letter of Transmittal and the Prospectus, at any
time prior to the Expiration Date, if not theretofore accepted for exchange. To
withdraw a tender of Outstanding Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent as its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Outstanding Notes to be withdrawn (the
"Depositor"), (ii) specify the serial numbers on the particular certificates
evidencing the Outstanding Notes to be withdrawn and the name of the registered
Holder thereof (if certificates have been delivered or otherwise identified to
the Exchange Agent) or the name and number of the account at DTC to be credited
with withdrawn Outstanding Notes (if the Outstanding Notes have been tendered
pursuant to the procedures for bookentry transfer), (iii) be signed by the
Holder in the same manner as the original signature on the Letter of Transmittal
by which such Outstanding Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Note Registrar with respect to the Outstanding Note register the transfer of
such Outstanding Notes into the name of the person withdrawing the tender and
(iv) specify the name in which any such Outstanding 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 Company in its sole discretion, which determination shall be final and
binding on all parties. Any Outstanding Notes so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no Exchange
Notes will be issued with respect thereto unless the Outstanding Notes so
withdrawn are validly retendered. Properly withdrawn Outstanding Notes may be
retendered by following one of
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the procedures described in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering" at any time prior to the Expiration Date.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the
signature must correspond (i) with the name(s) as written on the face of the
certificate without alteration, enlargement or any change whatsoever, or (ii) in
the case of Outstanding Notes held by book-entry, with the name as contained on
the security position listing at the Book-Entry Transfer Facility.
If this Letter of Transmittal (or facsimile hereof) is signed by the registered
Holder or Holders of Outstanding Notes tendered and the Exchange Notes issued in
exchange therefor are to be issued (or any untendered principal amount of
Outstanding Notes is to be reissued) to the registered Holder, then such Holder
need not and should not endorse any tendered Outstanding Notes, nor provide a
separate bond power. In any other case such Holder must either properly endorse
the certificates tendered or transmit a properly completed separate bond power
with this Letter of Transmittal with the signatures on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile thereof) or any Outstanding Notes or
bonds are signed by trustees, executors, administrators, guardians, attorneys-
in-fact, or 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, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Except as otherwise provided below, all signatures on this Letter of Transmittal
must be guaranteed by a firm that is a member 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 eligible guarantor institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
if (a) this Letter of Transmittal is signed by the registered Holder(s) of the
Outstanding Notes tendered herewith in connection with the Exchange Offer and
such Holder(s) have not completed the box set forth herein entitled "Special
Registration Instructions," (b) such Outstanding Notes are tendered for the
account of an Eligible Institution, or (c) such Outstanding Notes are tendered
for the account of DTC.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Outstanding Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, or the account number at the
Book-Entry Transfer Facility to which the Exchange Notes are to be credited, if
different from the name and address, or account number of the person signing
this Letter of Transmittal. In the case of issuance in a different name or to a
different account number, the taxpayer identification or social security number
of the person named (or to whose account the Exchange Notes are credited) must
also be indicated. Holders tendering Outstanding Notes by book-entry transfer
may request that Outstanding Notes not exchanged be credited to such Holders'
account maintained at the Book-Entry Transfer Facility.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable
to the exchange of Outstanding Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Outstanding Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name or credited to the account of, any person other
than the registered Holder of the Outstanding Notes tendered hereby, or if
tendered Outstanding Notes are registered in the name of any person other than
the exchange of Outstanding Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether
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imposed on the registered Holder or on any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such Holder. Except as provided in
this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the Outstanding Notes listed in this Letter of Transmittal.
7. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Outstanding Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any tendering
Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominees for assistance concerning the Exchange Offer.
IMPORTANT TAX INFORMATION
Under current federal income tax law, an Outstanding Noteholder whose tendered
Outstanding Notes are accepted for exchange is required to provide the Company,
through the Exchange Agent (as payor), with such Outstanding Noteholder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 or
otherwise establish a basis for exemption from backup withholding. If such
Outstanding Noteholder is an individual, the TIN is such Outstanding Noteholders
social security number. If the Exchange Agent is not provided with the correct
TIN, the Outstanding Noteholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery of such Outstanding
Noteholder's Exchange Notes may be subject to backup withholding.
Certain Outstanding Noteholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt Outstanding Noteholders 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 Outstanding
Noteholder's exempt status. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Company is required to withhold 31% of any
payment made to the Outstanding Noteholder or other payee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund
may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made with respect to
Outstanding Notes exchanged in the Exchange Offer, each Outstanding Noteholder
is required to provide the Exchange Agent with either (i) the Outstanding
Noteholders correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Outstanding Noteholder
is awaiting a TIN) and the (A) the Outstanding Noteholder 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
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Outstanding Noteholder that he or she is no longer subject to backup
withholding, or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Outstanding Noteholder is required to give the Exchange Agent the TIN (i.e.,
social security number or employer identification number) of the record owner of
the Outstanding Notes. If the Outstanding Notes are held in more than one name
or are not held in the name of the actual owner, consult the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance regarding which number to report.
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PAVOR'S NAME: THE BANK OF NEW YORK
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN)
PART I - Please provide your TIN in the box at right and certify by signing and
dating below
Social Sec. Number or Employer I.D. Number
PART 2 - Certification-Under Penalties of Perjury, I certify that:
(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) 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.
Certificate Instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
PART 3 -
Awaiting TIN
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 CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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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 within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide such
a number.
Signature: Date: _______________, 1998
[DO NOT WRITE IN SPACE BELOW]
Principal Amount of Principal Amount of
Certificate Surrendered Outstanding Notes Tendered Outstanding Notes Accepted
- ----------------------- -------------------------- --------------------------
Delivery Prepared by Checked by Date
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REGISTRATIONSTATEMENTS\1998\S-4(SrSeeNOTES)\Letter of Transmittal(Production)
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