EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
SERIES A SENIOR SUBORDINATED NOTES
DUE 1999
OF CCA HOLDINGS CORP.
PURSUANT TO THE PROSPECTUS
DATED , 1997
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1997 UNLESS EXTENDED (AS SO EXTENDED, THE "EXPIRATION DATE").
EXCEPT AS PROVIDED UNDER APPLICABLE SECURITIES LAWS, TENDERS OF OLD NOTES
(AS DEFINED HEREIN) MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE UNLESS SUCH OLD NOTES HAVE BEEN
ACCEPTED FOR EXCHANGE BY CCA HOLDINGS CORP. PRIOR THERETO.
To: HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT
BY MAIL, BY HAND OR OVERNIGHT BY FACSIMILE:
DELIVERY:
Harris Trust and Savings Bank (212) 701-7636
c/o Harris Trust Company of New York
77 Water Street, 4th Floor
New York, NY 10005 CONFIRMATION AND INFORMATION:
Attn: Reorganization Department
(212) 701-7649
Delivery of this Letter of Transmittal 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 valid delivery.
The undersigned acknowledges receipt and review of the prospectus dated May
, 1997 (the "Prospectus") of CCA Holdings Corp., a Delaware corporation
("Issuer") and this Letter of Transmittal relating to the Issuer's Series A
Senior Subordinated Notes due 1999 ("Old Notes"), which constitutes the
Issuer's offer ("Exchange Offer") to exchange Old Notes for Series B
Subordinated Notes due 1999 ("New Notes") in accordance with the terms and
conditions described in the Prospectus. Capitalized terms used but not defined
herein shall have the meanings given to them in the Prospectus.
This Letter of Transmittal must be used if (i) Old Notes are to be
physically delivered herewith, (ii) delivery of Old Notes is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("Book-Entry Transfer Facility") pursuant to the procedures set forth
in "The Exchange Offer--Procedures for Tendering" in the Prospectus, or (iii)
the guaranteed delivery procedures described in the Prospectus under "The
Exchange Offer--Guaranteed Delivery Procedures" are to be utilized. Delivery
of documents to a Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
A holder who wishes to tender Old Notes must, at a minimum, complete columns
(1) and (3) in the box below, captioned "Description of Old Notes," and sign
in the box below captioned "Sign Here." If only columns (1) and (3) are
completed, the holder will be deemed to have tendered all Old Notes listed in
column (3) of the box captioned "Description of Old Notes." If a holder wishes
to tender less than all of such Old Notes, column (4) must be completed in
full, and such holder should refer to Instruction 4 of the instructions hereto
("Instructions") regarding completion of this Letter of Transmittal.
Holders who desire to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, this Letter of
Transmittal and all other documents required hereby to the Exchange Agent
prior to the Expiration Date, or (iii) who cannot complete the procedure for
book-entry transfer on a timely
basis, must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures." See Instruction 2.
If the undersigned is not the person in whose name the Old Notes tendered
are registered on the books of the Issuer, a properly completed bond power
must be obtained from the registered holder of such Old Notes and submitted
with this Letter of Transmittal in order to tender them pursuant to this
Letter of Transmittal. See Instructions 1 and 5.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY INFORMATION BELOW.
Ladies and Gentlemen:
Pursuant to the offer by the Issuer to exchange up to $82,000,000 principal
amount of Old Notes for up to $82,000,000 principal amount of New Notes, upon
the terms and subject to the conditions set forth in the Prospectus and this
Letter of Transmittal, the undersigned hereby tenders to the Issuer the Old
Notes indicated below. Accrued interest on Old Notes accepted for exchange
will not be paid, but will instead continue to accrue.
Subject to and effective upon acceptance for exchange of the Old Notes
tendered herewith, the undersigned hereby exchanges, assigns and transfers to
or upon the order of the Issuer all right, title and interest in and to all
the Old Notes that are being tendered hereby, and irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of the Issuer) with respect to such Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) present such Old Notes and all evidences of
transfer and authenticity to, or upon the order of, the Issuer for
registration in the name of the undersigned on the books of the Issuer if the
undersigned is not currently the registered holder thereof, (b) deliver
certificates for such Old Notes, or transfer ownership of such Old Notes on
the account books maintained by the Book-Entry Transfer Facility, together, in
any such case, with all accompanying evidences of transfer and authenticity,
to or upon the order of the Issuer upon receipt by the Exchange Agent as the
undersigned's agent, of the New Notes to be issued in exchange therefor, (c)
present such Old Notes for cancellation and transfer on the books of the
Issuer and (d) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms of
the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby, and that when the same are accepted for exchange and
exchanged by the Issuer, the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or
the Issuer to be necessary or desirable to complete the exchange, assignment
and transfer of the Old Notes tendered hereby.
The undersigned further represents and warrants that (i) this Exchange Offer
is being made in reliance on an interpretation by the staff of the Securities
and Exchange Commission that the New Notes may be offered for resale, resold
and otherwise transferred by the holders thereof without compliance with the
registration and prospectus delivery provisions of the Securities Act of 1933,
as amended (the "Securities Act"), (ii) the New Notes are being obtained in
the ordinary course of business of the person receiving such New Notes,
whether or not such person is the holder of the Old Notes, (iii) no such
person has any arrangement with any person to participate in the distribution
of such New Notes and (iv) no such person is an "affiliate" of the Issuer or
any of the Guarantors within the meaning of Rule 405 under the Securities Act.
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 the New
Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it agrees that it will
deliver a prospectus in connection with any resale of such New Notes; however,
by so agreeing 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.
Listed below are the Old Notes tendered by the undersigned upon the terms
and conditions set forth in the Prospectus and this Letter of Transmittal. The
undersigned understands that the minimum permitted tender is $1 million
principal amount of Old Notes and that all other tenders must be in integral
multiples of $1 million.
DESCRIPTION OF OLD NOTES
- -------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED PRINCIPAL AMOUNT
HOLDER(S) CERTIFICATE AGGREGATE TENDERED (MUST BE
(PLEASE NUMBER(S)* PRINCIPAL AN
FILL IN, IF (ATTACH SEPARATE AMOUNT OF INTEGRAL MULTIPLE
BLANK) LIST IF NECESSARY) OLD NOTES OF $1 MILLION)**
- -----------------------------------------------------------
------------------
------------------
------------------
------------------
------------------
- -----------------------------------------------------------
*Need not be completed by holders tendering by book-entry transfer.
** Need not be completed by holders who wish to tender all Old Notes
listed. Unless otherwise indicated in column (4), the holder(s) will be
deemed to have tendered the entire aggregate principal amount
represented by the Old Notes listed in column (3).
NOTE: SIGNATURES MUST BE PROVIDED IN THE BOX BELOW CAPTIONED "SIGN HERE."
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE EXCHANGE AGENT'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
at The Depository Trust Company.
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF TENDERED OLD 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): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
If Delivery is by Book-Entry Transfer, provide Account Number: _____________
at The Depository Trust Company.
[_]CHECK HERE IF OLD NOTES ARE BEING DELIVERED HEREWITH
TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK
- -------------------------------------------------------------------------------
PART I--PLEASE PROVIDE
SUBSTITUTE YOUR TIN IN THE BOX AT TIN: _____________________
FORM W-9 RIGHT AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW. Emplyer Identification
Number
DEPARTMENT OF THE
TREASURY INTERNAL
REVENUE SERVICE ----------------------------------------------------------
PART II--For Payees Exempt From Backup Withholding
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) AND CERTIFICATION
(See Instructions)
1. The number shown on this form is my correct Tax-
payer Identification Number (or I am waiting for
a number to be issued to me), and
----------------------------------------------------------
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
THAT:
2. I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup with-
holding as a result of a failure to report all
interest or dividends, or (c) the IRS has noti-
fied me that I am no longer subject to backup
withholding.
Signature: __________________________ Dated: ________
Instructions for Parts 1 and 2. Individuals (including sole proprietors) are
not exempt from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends. For a
complete list of exempt payees, please consult your tax advisor. If you are
exempt from backup withholding, you should still complete this form to avoid
possible erroneous backup withholding. Enter your correct Taxpayer
Identification Number ("TIN") in Part 1, write "Exempt" in Part 2, and sign
and date the form. If you are a nonresident alien or a foreign entity not
subject to backup withholding, you must provide to the Issuer a completed Form
W-8, Certificate of Foreign Status.
INSTRUCTIONS FOR CERTIFICATION. YOU MUST CROSS OUT ITEM (2) IN THE BOX
MARKED "CERTIFICATION" IN THE SUBSTITUTE FORM W-9 ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING
BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU AS A RESULT OF THE EXCHANGE OFFER OR ON
ACCOUNT OF THE NEW NOTES.
* * *
Upon satisfaction or waiver of the conditions to the Exchange Offer, the
Issuer will accept promptly after the Expiration Date all properly tendered
Old Notes and will deliver the New Notes in exchange therefor promptly after
acceptance of such Old Notes. Interest on Old Notes accepted for exchange in
the Exchange Offer will accrue to the Expiration Date, will be added to the
New Notes as if accrued on the New Notes, and will continue to accrue without
interruption on the Expiration Date.
For purposes of the Exchange Offer, the Issuer will be deemed to have
accepted for exchange tendered Old Notes if, as and when the Issuer gives oral
or written notice to the Exchange Agent of their acceptance for exchange of
the tenders of such Old Notes. New Notes will be delivered by deposit of the
same with the Exchange Agent, which will act as agent for tendering holders
for the purpose of receiving New Notes from the Issuer and transmitting the
same to such holders.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, trustees in bankruptcy, legal representatives,
successors and assigns of the undersigned.
EXCEPT AS PROVIDED UNDER APPLICABLE SECURITIES LAWS, TENDERS OF OLD NOTES
MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE UNLESS SUCH OLD NOTES HAVE BEEN ACCEPTED FOR EXCHANGE BY THE
ISSUER PRIOR THERETO.
The Issuer may, in its sole discretion, extend the period of time for which
the Exchange Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date to which the Exchange Offer has been extended.
The Issuer shall make a public announcement of any such extension of the
Exchange Offer no later than 9:00 a.m. New York City time, on the next
business day after the previously scheduled Expiration Date.
In the event the Issuer should modify the consideration offered for Old
Notes in the Exchange Offer, such modified consideration would be paid to all
holders of Old Notes accepted in the Exchange Offer, including those holders
who tendered before the announcement of such modification. If the
consideration is modified, the Exchange Offer will remain open at least ten
business days from the date the Issuer gives notice, by public announcement or
otherwise, of such modification, as required by applicable law.
The undersigned understands that tenders of Old Notes pursuant to any one of
the procedures described in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering" and in the Instructions hereto will
constitute a binding agreement between the undersigned and the Issuer upon the
terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions" below,
please (i) issue the New Notes and (ii) return any Old Notes not tendered or
not exchanged, in the Name(s) of the undersigned (and, in the case of Old
Notes tendered by book-entry transfer, by credit to the account at the Book-
Entry Transfer Facility designated above). Similarly, unless otherwise
indicated under "Special Delivery Instructions" below, please mail (i) the New
Notes and (ii) any certificates for Old Notes not tendered or not exchanged
(and accompanying documents, as appropriate), to the undersigned at the
address shown in the box captioned "Description of Old Notes" above. In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the New Notes, return any Old Notes
not tendered or not exchanged and mail any check and any certificates to the
person(s) and address(es) so indicated. The undersigned recognizes that the
Issuer has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Old Notes from the name(s) of
the registered holder(s) thereof if the Issuer does not accept for exchange
any of the Old Notes so tendered.
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. By completing the box entitled "Description of
Old Notes" and signing this Letter of Transmittal, the undersigned will be
deemed to have tendered the Old Notes indicated in such box, and will receive
New Notes in exchange for such Old Notes.
SPECIAL ISSUANCE INSTRUCTIONS(SEE SPECIAL DELIVERY INSTRUCTIONS(SEE
INSTRUCTION 7) INSTRUCTION 7)
To be completed ONLY if (i) the To be completed ONLY if (i) the
New Notes and/or (ii) the Old New Notes and/or (ii) the Old
Notes (if any) not tendered or Notes (if any) not tendered or
not exchanged are to be issued in not exchanged are to be mailed to
the name of someone other than someone other than the under-
the undersigned, or if Old Notes signed or to the undersigned at
delivered by book-entry transfer an address other than that shown
that are not tendered or not ex- in the box captioned "Description
changed are to be returned by of Old Notes" above.
credit to an account maintained
at a Book-Entry Transfer Facility
other than as designated above.
(Check appropriate boxes)
[_] New Notes [_] Old Notes
__________________________________
(Check appropriate boxes) NAME (PLEASE PRINT)
[_] New Notes [_] Old Notes __________________________________
(ADDRESS)
__________________________________ __________________________________
NAME (PLEASE PRINT) (INCLUDE ZIP CODE)
__________________________________
(ADDRESS)
__________________________________
(INCLUDE ZIP CODE)
__________________________________
(TAXPAYER ID OR SOCIAL SECURITY
NUMBER)
SIGN HERE TO BE COMPLETED BY ALL TENDERING HOLDERS (INCLUDING THOSE COMPLETING
THE NOTICE OF GUARANTEED DELIVERY)
X __________________________________________________________________________
(SIGNATURE OF OWNER)
X __________________________________________________________________________
SIGNATURE OF OWNER (IF MORE THAN ONE)
Dated: , 1997 Area Code and Telephone Number:
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Old
Notes or on a security position listing or by person(s) authorized to
become registered holder(s) by Old Notes and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, agent or other person acting in
a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
____________________________________________________________________________
NAME(S) (PLEASE PRINT)
____________________________________________________________________________
____________________________________________________________________________
CAPACITY (FULL TITLE)
____________________________________________________________________________
(ADDRESS)
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________ __________________________________
(AREA CODE AND TELEPHONE NUMBER) (TAXPAYER ID OR SOCIAL SECURITY
NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
X __________________________________________________________________________
(AUTHORIZED SIGNATURE)
____________________________________________________________________________
(PRINT NAME)
__________________________________ __________________________________
(TITLE) (NAME OF FIRM)
____________________________________________________________________________
(ADDRESS AND TELEPHONE NUMBER OF FIRM)
Dated: _____________________, 1997
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures
on this Letter of Transmittal must be guaranteed by a firm which is a member
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States (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 Old Notes
tendered herewith (which term, for purposes of this Letter of Transmittal,
shall include any participant in one of the Book-Entry Transfer Facilities
whose name appears on a security position listing as the owner of the Old
Notes tendered herewith) and such holder(s) have not completed either the box
captioned "Special Issuance Instructions" or the box captioned "Special
Delivery Instructions" on this Letter of Transmittal or (b) such Old Notes are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of
Transmittal is to be used if (i) Old Notes are to be forwarded to the Exchange
Agent herewith, (ii) delivery of Old Notes is to be made by book-entry
transfer to the Exchange Agent's account at one of the Book-Entry Transfer
Facilities pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer--Procedures for Tendering" or (iii) the guaranteed
delivery procedures described under the same caption and under "--Guaranteed
Delivery Procedures" in the Prospectus are to be utilized.
All physically delivered Old Notes, or a confirmation of a book-entry
transfer into the Exchange Agent's account at one of the Book-Entry Transfer
Facilities of all Old Notes tendered herewith, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and all other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the front page of this Letter of
Transmittal prior to the Expiration Date.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, this Letter of
Transmittal and all other documents required hereby to the Exchange Agent
prior to the Expiration Date, or (iii) who cannot complete the procedure for
book-entry transfer on a timely basis, must tender their Old Notes pursuant to
the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedures: (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery setting forth the name and address of the holder of Old Notes, the
certificate number(s) of such Old Notes and the principal amount of Old Notes
to be delivered, stating that tender is being made thereby and guaranteeing
that the certificate(s) representing the Old Notes, the Letter of Transmittal
and all other documents required thereby will be deposited by the Eligible
Institution with the Exchange Agent within three business days after the
Expiration Date and (c) all physically delivered Old Notes in proper form for
transfer (or a confirmation of a book-entry transfer into the Exchange Agent's
account at one of the Book-Entry Transfer Facilities of all Old Notes so
delivered), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and all other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within three
business days after the Expiration Date, all as provided in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures".
THE METHOD OF DELIVERY OF OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING HOLDER. IF OLD NOTES ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED, AND ENOUGH TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. By
executing this Letter of Transmittal (or a facsimile hereof), the tendering
holder waives any right to receive any notice of the acceptance for exchange
of the Old Notes.
3. INADEQUATE SPACE. If the space provided is inadequate, the aggregate
principal amount of the Old Notes being tendered and the certificate numbers
(if available) must be listed on a separate schedule signed by the tendering
holder and attached hereto.
4. PARTIAL TENDERS. Tenders of the Old Notes will be accepted only in integral
multiples of $1 million. If tenders are to be made with respect to less than
the entire principal amount of any Old Notes, the holder must fill in the
principal amount of Old Notes which are tendered in column (4) of the box
captioned "Description of Old Notes." The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated in Column (4). In the case of partial tenders, Old Notes
in fully registered form for the principal amount of Old Notes not tendered
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise indicated in the appropriate box on this Letter of Transmittal,
promptly after the Expiration Date.
5. SIGNATURES ON LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS. The
signature(s) of the registered holder(s) on this Letter of Transmittal must
correspond with the name(s) as written on the face of the Old Notes, without
alteration, enlargement or any change whatsoever.
If any of the Old Notes are held of record by two or more joint owners, all
such owners must sign this Letter of Transmittal. If any of the Old Notes are
registered in different names, it will be necessary to complete, sign and
submit as many separate copies of this Letter of Transmittal as there are
names in which Old Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes, no endorsements of Old Notes or separate bond powers are required.
If, however, the Interest Payments are to be made, the New Notes are to be
issued, or Old Notes not tendered or not exchanged are to be issued or
returned in the name(s) of any person(s) or address(es) other than those of
the registered holder(s), then endorsements of certificates transmitted hereby
and separate bond powers are required, and signatures on any such Old Notes or
bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes, such Old Notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name(s) of the registered holder(s) on such Old Notes. Signature(s) on any
such Old Notes or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Old Notes or bond powers are signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, agent or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and proper evidence,
satisfactory to the Issuer, of the authority of such person to so act must be
submitted with this Letter of Transmittal (unless waived by the Issuer).
6. TRANSFER TAXES. The Issuer will pay or cause to be paid security transfer
taxes, if any, with respect to the exchange and transfer of Old Notes pursuant
to the Exchange Offer. If, however, New Notes are to be issued to, or Old
Notes not tendered or not exchanged are to be delivered to or are to be issued
or registered in the name of, any person other than the registered holder(s),
or if tendered Old Notes are to be registered in the name of any person other
than the transferor of Old Notes to the Issuer or its order pursuant to the
Exchange Offer, then the amount of any such security transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) will be
payable by the tendering holder. If satisfactory evidence of the payment of
such tax, or exemption therefrom, is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTION. If any of (i) the New Notes or
(ii) any Old Notes not tendered or not exchanged are to be issued or returned
to or in the name of a person other than the person(s) signing this Letter of
Transmittal, or if any of (i) the New Notes or (ii) any Old Notes not tendered
or not exchanged, are to be mailed to a person other than the person(s)
signing this Letter of Transmittal at an address other than that shown above,
the applicable box(es) on this Letter of Transmittal should be completed.
Holders tendering Old Notes by book-entry transfer may request that the Old
Notes not tendered or not exchanged be credited to an account maintained at
one of the Book-Entry Transfer Facilities. If no instructions are given, such
Old Notes not tendered will be returned to the name and address of the person
signing this Letter of Transmittal, or, at the Issuer's option, by crediting
the account of the Book-Entry Transfer Facility so designated.
8. SUBSTITUTE FORM W-9. Federal income tax law generally requires that a
tendering holder whose Old Notes are accepted for payment provide the Exchange
Agent (as payor) with his correct TIN, which, in the case of a holder who is
an individual, is his social security number. If the Exchange Agent is not
provided with the correct TIN or an adequate basis for an exemption, such
holder may be subject to a penalty imposed by the Internal Revenue Service. In
addition, backup withholding at the rate of 31% may be imposed upon any
payments resulting from the Exchange Offer or made on account of the New
Notes. If withholding results in an overpayment of taxes, a holder may be
eligible for a refund. In order to avoid such backup withholding, each
tendering holder must provide the Exchange Agent with such holder's correct
TIN by completing the Substitute Form W-9 (the "Form") set forth in this
Letter of Transmittal. Certain holders (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 holder must enter its correct TIN in Part 1 of the
Form, write "Exempt" in Part 2 of such Form, and sign and date the Form. In
order for a nonresident alien or foreign entity to qualify as exempt, such
person must submit a completed Form W-8, entitled "Certificate of Foreign
Status." Such Forms W-8 may be obtained from the Exchange Agent. If a holder
does not have a TIN, such holder should write "Applied For" in the space for
the TIN; if notice of the TIN assigned to such holder is not received by the
Exchange Agent within 60 days, backup withholding will begin and continue
until the Exchange Agent is in receipt of notice of such TIN. Note: Writing
"Applied For" on the Form means that a holder has already applied for a TIN or
that a holder intends to apply for a TIN.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require withholding at the rate
of 31% to be imposed on the amount of any payments made to the tendering
holder as a result of the Exchange Offer or on account of the New Notes.
Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person 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.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth in this Letter of Transmittal.
10. SATISFACTION AND WAIVER OF CONDITIONS. All questions as to the validity,
form, eligibility (including time of receipt), acceptance for exchange or
withdrawal of any tender of Old Notes pursuant to any of the procedures
described herein or in the Prospectus will be determined by the Issuer in its
sole discretion, which determination shall be final and binding on all
parties. The Issuer reserves the absolute right to reject any and all Old
Notes not properly tendered or any Old Notes the Issuer's acceptance for
exchange of which may, in the opinion of the Issuer or its counsel, be
unlawful. The Issuer also reserves the absolute right to amend, waive or
modify any of the conditions of the Exchange Offer as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions," or to waive any
defect or irregularity in any tender with respect to any particular Old Notes
or any particular holder. The interpretation of the terms and conditions of
the Exchange Offer (including this Letter of Transmittal and the Instructions
hereto) by the Issuer shall be final and binding on all parties. Unless waived
by the Issuer, any defects or irregularities in connection with the tender of
Old Notes must be cured within such time as the Issuer shall determine.
Neither the Issuer, the Exchange Agent nor any other person will be under any
duty to give notification of any defects or irregularities with respect to
tenders of Old Notes, nor shall any of them incur any liability for failure to
give any such modification.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering holder whose
Old Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at its address set forth on the front page of this Letter of
Transmittal for further instructions.
12. WITHDRAWAL. Except as otherwise provided below, tenders of Old Notes
pursuant to the Exchange Offer are irrevocable and no withdrawal rights are
being afforded to holders of Old Notes. EXCEPT AS PROVIDED UNDER APPLICABLE
SECURITIES LAWS, TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS SUCH OLD NOTES
HAVE BEEN ACCEPTED FOR EXCHANGE PRIOR THERETO. To be effective with respect to
the tender of Old Notes, a notice of withdrawal must (i) be given in writing
or by facsimile transmission and be timely received by the Exchange Agent at
its address set forth on the front page of this Letter of Transmittal before
acceptance by the of the Old Notes relating to such withdrawal, (ii) specify
the name(s) of the person(s) who tendered the Old Notes and the principal
amount of Old Notes to be withdrawn, (iii) where Old Notes have been delivered
or otherwise identified to the Exchange Agent, specify the name(s) in which
such Old Notes are registered (if different from the person(s) tendering the
Old Notes) and the certificate numbers of the particular Old Notes to be
withdrawn, (iv) if Old Notes have been tendered pursuant to the procedure for
book-entry transfer, specify the name, account number and Book-Entry Transfer
Facility to be credited with the withdrawn Old Notes, and (v) be signed by the
holder of Old Notes in the same manner as the original signature on this
Letter of Transmittal (including any required signature guarantees) or be
accompanied by evidence satisfactory to the Exchange Agent that the person
withdrawing the tender has succeeded to beneficial ownership of the Old Notes
prior to the physical release of Old Notes to be withdrawn.
Withdrawals of tenders of Old Notes may not be rescinded, and any Old Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer; provided, however, that withdrawn Old Notes may be tendered by
following one of the procedures described in the Prospectus under the caption
"The Exchange Offer-- Procedures for Tendering" at any time prior to the
Expiration Date.
The Exchange Agent for the Exchange Offer is:
HARRIS TRUST AND SAVINGS BANK
By Mail, By Hand or Overnight By Facsimile:
Delivery:
(212) 701-7636
Harris Trust and Savings Bank
c/o Harris Trust Company of New Confirmation and Information:
York
77 Water Street, 4th Floor (212) 701-7649
New York, NY 10005
Attention: Reorganization
Department