EXHIBIT 99.01
LETTER OF TRANSMITTAL
G+G RETAIL, INC.
Offer to Exchange All Outstanding 11% Senior Notes due 2006 for 11% Senior
Notes due 2006 which have been Registered under the Securities Act of 1933
Pursuant to the Prospectus, dated , 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M. , NEW YORK CITY TIME, ON , 1999
(THE "EXPIRATION DATE") UNLESS EXTENDED.
This Letter of Transmittal and any other required documentation may be
delivered to the addresses as set forth below, except where facsimile
transmission is specifically authorized (e.g., Notices of Guaranteed Delivery).
The Exchange Agent is:
U.S. Bank Trust National Association
By Hand Delivery:
By Registered or Certified Mail:
U.S. Bank Trust National Association
U.S. Bank Trust National Association Fourth Floor--Bond Drop Window
P.O. Box 64485 180 East 5th Street
St. Paul, Minnesota 55164-9549 St. Paul, Minnesota 55101
Attn: Specialized Finance Attn: Specialized Finance
By Overnight Courier: By Facsimile:
U.S. Bank Trust National Association U.S. Bank Trust National Association
Fourth Floor--Bond Drop Window (651) 244-1537
180 East 5th Street
St. Paul, Minnesota 55101 Confirm by Telephone:
Attn: Specialized Finance (651) 244-4512
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission via facsimile to a number other than as set forth above
will not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus dated , 1999 (the
"Prospectus") of G+G Retail, Inc. (the "Company") and this Letter of
Transmittal, which together describe the Company's offer (the "Exchange Offer")
to exchange its 11% Senior Notes due 2006, which have been registered under the
Securities Act of 1933, as amended (the "Securities Act") (the "Exchange
Notes") for each of its outstanding 11% Senior Notes due 2006 (the "Outstanding
Notes" and, together with the Exchange Notes, the "Notes") from the holders
thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes are freely transferable by holders
thereof (except as provided herein or in the Prospectus).
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus.
The Registration Statement on Form S-4 (File No. 333- ) which includes the
Prospectus was declared effective by the Securities and Exchange Commission on
, 1999.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
1
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE COMPLETING ANY BOXES BELOW.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers
and aggregate principal amounts should be listed on a separate signed schedule
affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
Certificate Aggregate Principal
Number(s) Principal Amount of
of Outstanding Amount of Outstanding
Name(s) and Address(es) of Registered Notes Outstanding Notes
Holder(s) (Please fill in) Tendered* Notes* Tendered**
- -------------------------------------------------------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
Total
* Need not be completed by book-entry holders.
** Unless otherwise indicated in this column, the holder will be deemed to
have tendered the full aggregate principal amount of such holder's
Outstanding Notes. See Instruction 2.
Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
2
Unless the context otherwise requires, the term "holder" for purposes of this
Letter of Transmittal means any person in whose name Outstanding Notes are
registered 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 Depository Trust Company ("DTC").
[_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Name of Eligible Institution that Guaranteed Delivery ______________________
Date of Execution of Notice of Guaranteed Delivery _________________________
If Delivered by Book-Entry Transfer:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE
PERSON SIGNING THIS LETTER OF TRANSMITTAL:
Name _______________________________________________________________________
Address ____________________________________________________________________
[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT
FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Name _______________________________________________________________________
Address ____________________________________________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name _______________________________________________________________________
Address ____________________________________________________________________
You are entitled to as many copies of the Prospectus, and any amendments or
supplements thereto, as you may reasonably request. If you need more than 10
copies, please so indicate by a notation on this page.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
3
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of all or any portion of the Outstanding Notes tendered
herewith in accordance with the terms and conditions of the Exchange Offer
(including, if the Exchange Offer is extended or amended, the terms and
conditions of any such extension or amendment), the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Outstanding Notes. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent as its true and
lawful agent and attorney-in-fact of the undersigned (such power of attorney
being deemed to be an irrevocable power coupled with an interest) (with full
knowledge that the Exchange Agent also acts as the agent of the Company, in
connection with the Exchange Offer) to cause the Outstanding Notes to be
assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Outstanding Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Outstanding Notes,
and that, when the same are accepted for exchange, the Company will acquire
good and unencumbered title to the tendered Outstanding 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
the Company to be necessary or desirable to complete the exchange, assignment
and transfer of the tendered Outstanding Notes or transfer ownership of such
Outstanding Notes on the account books maintained by the book-entry transfer
facility. The undersigned further agrees that acceptance of any and all validly
tendered Outstanding Notes by the Company and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Company of its
obligations under the A/B Exchange Registration Rights Agreement, dated May 17,
1999, among the Company, U.S. Bancorp Investments, Inc. and CIBC World Markets
Corp. (the "Registration Rights Agreement"), and that the Company shall have no
further obligations or liabilities thereunder except as provided in Section
4(a) of such agreement. The undersigned will comply with its obligations under
the Registration Rights Agreement. The undersigned has read and agrees to all
terms of the Exchange Offer.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Certain Conditions to the
Exchange Offer." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by the Company), as more
particularly set forth in the Prospectus, the Company will not be required to
exchange any of the Outstanding Notes tendered hereby and the Company may
terminate the Exchange Offer before accepting any Outstanding Notes for
exchange. In such event, the Outstanding Notes not exchanged will be returned
to the undersigned at the address shown above, promptly following the
expiration or termination of the Exchange Offer. In addition, the Company may
extend the period of time during which the Exchange Offer is open and may amend
the Exchange Offer at any time prior to the Expiration Date if any of the
conditions set forth under "The Exchange Offer--Certain Conditions to the
Exchange Offer" occur.
4
The undersigned understands that tenders of Outstanding Notes pursuant to any
one of the procedures described in the Prospectus and in the instructions
attached hereto will, upon the Company's acceptance for exchange of such
tendered Outstanding Notes, constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer. The undersigned recognizes that, under circumstances set forth
in the Prospectus, the Company may not be required to accept for exchange any
of the Outstanding Notes.
By tendering shares of Outstanding Notes and executing this Letter of
Transmittal, the undersigned represents that (i) Exchange Notes acquired in the
Exchange Offer will be obtained in the ordinary course of business of the
undersigned, (ii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of such Exchange Notes, (iii) the undersigned is not an "affiliate" of the
Company within the meaning of Rule 144 under the Securities Act and (iv) if the
undersigned or the person receiving such Exchange Notes, whether or not such
person is 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 or the person receiving such Exchange Notes,
whether or not such person is 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.
A broker-dealer may not participate in the Exchange Offer with respect to
Outstanding Notes acquired other than as a result of market-making activities
or other trading activities.
Any holder of Outstanding Notes using the Exchange Offer to participate in a
distribution of the Exchange Notes and any holder of Outstanding Notes who is
an "affiliate" of the Company (i) cannot rely on the position of the staff of
the Securities and Exchange Commission enunciated in its interpretive letters
with respect to Morgan Stanley and Co., Inc., Exxon Capital Holdings
Corporation or similar interpretive letters and (ii) must comply with the
registration and prospectus requirements of the Securities Act in connection
with a secondary resale transaction and such secondary resale transaction must
be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at
any time prior to the Expiration Date in accordance with the terms of this
Letter of Transmittal. Except as stated in the Prospectus, this tender is
irrevocable.
Certificates for all Exchange Notes delivered in exchange for tendered
Outstanding Notes and any Outstanding Notes delivered herewith but not
exchanged, and registered in the name of the undersigned, shall be delivered to
the undersigned at the address shown below the signature of the undersigned.
5
The undersigned, by completing the box entitled "Description of Outstanding
Notes Tendered" above and signing this letter, will be deemed to have tendered
the Outstanding Notes as set forth in such box.
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9 or obtain and complete a Form W-8,
as applicable)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Outstanding Notes hereby tendered or in whose name(s)
Outstanding Notes are registered on the books of DTC or one of its
participants, or by any person(s) authorized to become the registered holder(s)
by endorsements and documents transmitted herewith. 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,
please set forth the full title of such person. See Instruction 3.
Signature(s) of Holder(s) ______________________________________________________
Date ___________________________________________________________________________
Name(s) ________________________________________________________________________
(Please Print)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
Daytime Area Code and Telephone No. ____________________________________________
Taxpayer Identification No. ____________________________________________________
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instruction 3)
Authorized Signature ___________________________________________________________
Dated __________________________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. ____________________________________________________
6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Exchange To be completed ONLY if Exchange
Notes or Outstanding Notes not Notes or Outstanding Notes not
tendered are to be issued in the tendered are to be sent to someone
name of someone other than the other than the person(s) signing
person(s) signing this Letter of this Letter of Transmittal whose
Transmittal whose name(s) name(s) appear(s) above, or such
appear(s) above. person(s) signing this Letter of
Transmittal at an address other
than that shown above.
Issue
[_] Outstanding Notes not tendered to: Mail
[_] Exchange Notes to: [_] Outstanding Notes not tendered
to:
Name(s) ___________________________
[_] Exchange Notes to:
(Please Print)
Name(s) ___________________________
Address ___________________________
___________________________________ (Please Print)
(Including Zip Code) Address ___________________________
Daytime Area Code and Telephone ___________________________________
No. _______________________________ (Including Zip Code)
Taxpayer Identification No. _______ Area Code and Telephone No. _______
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures.
A holder of Outstanding Notes may tender the same by (i) properly completing
and signing this Letter of Transmittal or a facsimile hereof (all references in
the Prospectus to the Letter of Transmittal shall be deemed to include a
facsimile thereof) and mailing or delivering the same, together with the
certificate or certificates, if applicable, representing the Outstanding Notes
being tendered and any required signature guarantees and any other documents
required by this Letter of Transmittal, to the Exchange Agent at its address
set forth above on or prior to the Expiration Date, or (ii) complying with the
procedure for book-entry transfer described below, or (iii) complying with the
guaranteed delivery procedures described below.
Holders of Outstanding Notes may tender Outstanding Notes by book-entry
transfer by crediting the Outstanding Notes to the Exchange Agent's account at
DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer.
DTC participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
a computer-generated message (an "Agent's Message") to the Exchange Agent for
its acceptance in which the holder of the Outstanding Notes acknowledges and
agrees to be bound by the terms of, and makes the representations and
warranties contained in, this Letter of Transmittal, and the DTC participant
confirms on behalf of itself and the beneficial owners of such Outstanding
Notes all provisions of this Letter of Transmittal (including any
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent. Delivery 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. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
The method of delivery of this Letter of Transmittal, the Outstanding Notes
and any other required documents to the Exchange Agent is at the holder's
election and risk. Rather than mail these items, the Company recommends that
holders use an overnight or hand delivery service. In all cases, holders should
allow sufficient time to assure delivery to the Exchange Agent before the
Expiration Date. Holders should not send this Letter of Transmittal or
Outstanding Notes to the Company. Holders may request their respective brokers,
dealers, commercial banks, trust companies or other nominees to effect the
transactions contemplated in the Exchange Offer. Delivery will be deemed made
only when actually received or confirmed by the Exchange Agent.
Holders whose Outstanding Notes are not immediately available or who cannot
deliver their Outstanding Notes and all other required documents to the
Exchange Agent on or prior to the Expiration Date or comply with book-entry
transfer procedures on a timely basis must tender their Outstanding Notes
pursuant to the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) prior to the Expiration Date, the
Exchange Agent must have received from such Eligible Institution either a
properly completed Notice of Guaranteed Delivery (by facsimile transmission,
mail or hand delivery) or a properly transmitted Agent's Message and Notice of
Guaranteed Delivery setting forth the name and address of the holder, the
registered number(s) of such Outstanding Notes and the principal amount of
Outstanding Notes tendered, stating that the tender is being made hereby and
guaranteeing that, within three New York Stock Exchange trading days after the
Expiration Date, this Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent; and (iii) within three New York Stock
Exchange trading days after the Expiration Date, the Exchange Agent
8
must receive this Letter of Transmittal (or facsimile hereof) properly
completed and executed, as well as all tendered Outstanding Notes in proper
form for transfer or a book-entry confirmation, and all other documents
required by this Letter of Transmittal, all as provided in the Prospectus.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance
of the Outstanding Notes for exchange.
2. Partial Tenders; Withdrawals.
If less than the entire principal amount of Outstanding Notes evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
aggregate principal amount of Outstanding Notes tendered in the box entitled
"Description of Outstanding Notes Tendered." A newly issued certificate for the
Outstanding Notes submitted but not tendered will be sent to such holder as
soon as practicable after the Expiration Date. All Outstanding Notes delivered
to the Exchange Agent will be deemed to have been tendered unless otherwise
clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn
prior to the Expiration Date.
For a withdrawal to be effective with respect to the tender of Outstanding
Notes, either (A) holders of the Outstanding Notes being tendered must comply
with the appropriate ATOP procedures or (B) a written notice of withdrawal
(which may be by facsimile transmission or letter) must (i) be received by the
Exchange Agent at one of the addresses for the Exchange Agent set forth above
before the Company notifies the Exchange Agent that it has accepted the tender
of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of
the person who tendered the Outstanding Notes to be withdrawn; (iii) identify
the Outstanding Notes to be withdrawn (including the principal amount of such
Outstanding Notes); (iv) where certificates for Outstanding Notes have been
transmitted, specify the name(s) in which such Outstanding Notes were
registered, if different from that of the withdrawing holder; and (v) be signed
by the holder in the same manner as the original signature on this Letter of
Transmittal (including any required signature guarantee). If certificates for
Outstanding Notes have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of such certificates, the withdrawing holder
must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such holder is an Eligible Institution. The
Exchange Agent will return the properly withdrawn Outstanding Notes promptly
following receipt of notice of withdrawal. If Outstanding Notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn Outstanding Notes or
otherwise comply with the book-entry transfer facility's procedures. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be
final and binding on all parties.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding Notes tendered by book-entry transfer into the
Exchange Agent's account at DTC pursuant to the book-entry transfer procedures
described above, such Outstanding Notes will be credited to an account
maintained with DTC for Outstanding Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Outstanding 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.
9
3. Signatures on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered holder(s) of the
Outstanding Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any Outstanding Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Outstanding
Notes.
When this Letter of Transmittal is signed by the registered holder or holders
(which term, for the purposes described herein, shall include the book-entry
transfer facility whose name appears on a security listing as the owner of the
Outstanding Notes) of Outstanding Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than the registered
holder or holders of the Outstanding Notes listed, such Outstanding Notes must
be endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as the name or names of the
registered holder or holders appear(s) on the Outstanding Notes.
Endorsements on certificates or signatures on separate written instruments of
transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless Outstanding Notes are tendered: (i) by a registered holder
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the
account of an Eligible Institution.
In the event that the signatures in this Letter of Transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of a 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 another "eligible institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution").
10
4. Special Issuance and Delivery Instructions.
Tendering holders should indicate, as applicable, the name and address to
which the Exchange Notes or certificates for Outstanding Notes not exchanged
are to be issued or sent, if different from the name and address of the person
signing this Letter of Transmittal. In the case of issuance in a different
name, the Tax Identification Number ("TIN") or Social Security Number of the
person named must also be indicated. Holders tendering Outstanding Notes by
book-entry transfer may request that Outstanding Notes not exchanged be
credited to such account maintained at the book-entry transfer facility as such
holder may designate.
5. Transfer Taxes.
The Company shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Outstanding Notes to the Company or its order pursuant to the
Exchange Offer. If, however, a transfer tax is imposed for any reason other
than the transfer and exchange of Outstanding Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder.
6. Waiver of Conditions.
The Company reserves the absolute right to amend, waive or modify, in whole
or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
7. Mutilated, Lost, Stolen or Destroyed Securities.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated above for
further instructions.
8. Substitute Form W-9 or Form W-8
Each holder of Outstanding Notes whose Outstanding Notes are accepted for
exchange (or other payee) is, except as described below with respect to foreign
holders, required to provide a correct TIN, generally the holder's social
security or federal employer identification number, and certain other
information, on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify that the holder (or other payee) is not
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty
imposed by the Internal Revenue Service and 31% federal income tax backup
withholding on payments made in connection with the Outstanding Notes. The box
in Part 3 of the Substitute Form W-9 may be checked if the holder (or other
payee) has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and a TIN is not
provided by the time any payment is made in connection with the Outstanding
Notes, 31% of all such payments will be withheld until a TIN is provided.
In the case of a foreign holder of Outstanding Notes, such holder must submit
a Form W-8, signed under penalties of perjury, attesting to such holder's
exempt status in order to qualify as exempt from backup withholding. A Form W-8
can be obtained from U.S. Bank Trust National Association.
9. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering or the Exchange Offer , as
well as requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal, may be directed to the Exchange Agent at the address and
telephone number set forth above.
IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof
(together with certificates of Outstanding Notes or confirmation of book-entry
transfer and all other required documents) or a Notice of Guaranteed Delivery
must be received by the Exchange Agent on or prior to the Expiration Date.
11
10. Incorporation of Letter of Transmittal
This letter of Transmittal shall be deemed to be incorporated in and
acknowledged and accepted by any tender through DTC's ATOP procedures by any
DTC participant on behalf of itself and the beneficial owners of any book-entry
interests representing Outstanding Notes so tendered.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder of Outstanding Notes whose
Outstanding Notes are accepted for exchange may be subject to backup
withholding unless the holder provides U.S. Bank Trust National Association, as
Paying Agent (the "Paying Agent"), through the Exchange Agent, with either (i)
such holder's correct TIN on Substitute Form W-9 attached hereto, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such holder of
Outstanding Notes is awaiting a TIN) and that (A) the holder of Outstanding
Notes has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of a failure to report all interest
or dividends or (B) the Internal Revenue Service has notified the holder of
Outstanding Notes that he or she is no longer subject to backup withholding or
(ii) an adequate basis for exemption from backup withholding. If such holder of
Outstanding Notes is an individual, the TIN is such holder's Social Security
Number. If the Paying Agent is not provided with the correct TIN, the holder of
Outstanding Notes may be subject to certain penalties imposed by the Internal
Revenue Service.
Certain holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. However, exempt holders of Outstanding
Notes should indicate their exempt status on Substitute Form W-9. For example,
a corporation must complete the Substitute Form W-9, providing its TIN and
indicating that it is exempt from backup withholding. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for more instructions.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Outstanding Notes has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked, the holder of Outstanding Notes or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number below in
order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Paying Agent will withhold 31% of all payments made prior to the
time a properly certified TIN is provided to the Paying Agent.
The holder of Outstanding Notes is required to give the Paying Agent the TIN
(e.g., Social Security Number or Employer Identification Number) of the record
owner of the Outstanding Notes. If the Outstanding Notes are in more than one
name or are not 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 on which number to report.
In order for a foreign holder to qualify as exempt from backup withholding,
the holder must submit a Form W-8, signed under penalties of perjury, attesting
to that holder's exempt status. A Form W-8 can be obtained from the Paying
Agent.
If backup withholding applies, the Paying Agent is required to withhold 31%
of any such payments made to the holder of Outstanding Notes or other payee.
Backup withholding is not an additional tax. Rather, the 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.
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee
(You) to Give the Payer.-- Social Security Numbers have nine digits separated
by two hyphens: i.e., 000-00-0000. Employee Identification Numbers have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will
help determine the number to give the payer. All "Section" references are to
the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
- ----------------------------------- -----------------------------------
Give the
SOCIAL SECURITY
For this type of account: NUMBER of--
- ----------------------------------------------
1. Individual The individual
2. Two or more individuals The actual owner
(joint account) of the account or,
if combined funds,
the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4.a The usual revocable The grantor-
savings (grantor is trustee(1)
also trustee)
b So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law
5. Sole proprietorship The owner(3)
account
6. Sole proprietorship The owner(3)
account
- ----------------------------------------------
Give the EMPLOYER
IDENTIFICATION
For this type of account: NUMBER of--
--
7. A valid trust, estate, The legal
or pension trust entity(4)
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt
organization account
10. Partnership The partnership
11. A broker or registered The broker or
nominee nominee
12. Account with the The public
Department of entity
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
--
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your Social Security
Number or your Employer Identification Number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the Taxpayer Identification Number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9--Continued
Obtaining a Number
If you don't have a Taxpayer Identification Number or you don't know your
number, obtain Form SS-5. Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
. An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7),
if the account satisfies the requirements of Section 401(f)(2).
. The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or wholly-
owned agency or instrumentality of any one or more of the foregoing.
. An international organization or any agency or instrumentality thereof.
. A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
. A corporation.
. A financial institution.
. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a).
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
. A foreign central bank of issue.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct Taxpayer Identification Number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in Section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
Exempt payees described above must file Form W-9 or a Substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS,
OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Privacy Act Notice.--Section 6109 requires you to provide your correct
Taxpayer Identification Number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a Taxpayer Identification Number to payer. Certain penalties
may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number.--If you fail to furnish
your Taxpayer Identification Number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to reasonable cause
and not to willful neglect.
(2) Civil Penalty for False Information With Respect To Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
14
PAYER'S NAME:
Part 1--PLEASE PROVIDE YOUR ----------------------
TIN IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND OR
DATING BELOW.
SUBSTITUTE
Form W-9 ----------------------
Employer Identification
Number
Department of Part 2--Certification--Under the
the Treasury penalties of perjury, I certify that:
Internal Part 3 --
Revenue --------------------------------------------------------
Service (1) The number shown on this form is Awaiting
my correct Taxpayer TIN [_]
Identification Number (TIN) (or I
am waiting for a number to be
issued to me), and
Payer's Request for Taxpayer Identification Number (TIN)
(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
(the "IRS") that I am subject to
backup 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.
--------------------------------------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item (2)
in Part 2 above if you have been notified by the IRS
that you are currently subject to backup withholding
because of under-reporting 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 that
you are no longer subject to backup withholding, do
not cross out such item (2).
SIGNATURE ________________ DATE _____
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (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, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature _______________________________________ Date , 1999
15