EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO EXCHANGE ALL OUTSTANDING
REMARKETED PAR SECURITIES, SERIES A
FOR
REMARKETED PAR SECURITIES, SERIES B
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES AND EXCHANGE ACT OF 1933
OF
IMPERIAL CREDIT CAPITAL TRUST I
PURSUANT TO THE PROSPECTUS DATED _________ ___, 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________ ____, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
REMARKETED PAR SECURITIES, SERIES A (THE "OLD SECURITIES") MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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DELIVERY TO: THE CHASE TRUST COMPANY OF CALIFORNIA, EXCHANGE AGENT
By Hand/Overnight Courier/By Mail: By Facsimile:
c/o The Chase Manhattan Bank (212) 638-7380
Attn: Mr. Carlos Estevez
55 Water Street Confirm by Telephone:
Second Floor, Room #234 (212) 638-0828
New York, New York 10041
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN AND THE PROSPECTUS (AS DEFINED) SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated ________ ___, 1997 (as the same may be amended from time to
time, the "Prospectus") of Imperial Credit Capital Trust I, a Delaware statutory
business trust (the "Trust"), and this Letter of Transmittal and instructions
hereto (the "Letter of Transmittal"), which together constitute the Trust's
offer to the holders of the Old Securities (the "Holders") to exchange (the
"Exchange Offer") all of their outstanding Old Securities for an aggregate
liquidation amount of up to $70,000,000 of the Trust's Remarketed Par
Securities, Series B (the "New Securities") which have been registered under the
Securities Act of 1933, as amended, upon the terms and subject to the conditions
set forth in the Prospectus.
For each Old Security accepted for exchange, the Holder of such Old
Security will receive a New Security having a liquidation amount equal to that
of the surrendered Old Security. The New Securities will bear interest from the
most recent date to which interest has been paid on the Old Securities or, if no
interest has been paid on the Old Securities, June 9, 1997. Accordingly,
registered holders of New Securities on the relevant record date for the first
interest payment date following the consummation of the Exchange Offer will
receive interest accruing from the most recent date to which interest
1
has been paid or, if no interest has been paid, from June 9, 1997. Old
Securities accepted for exchange will cease to accrue interest from and after
the date of consummation of the Exchange Offer. Holders whose Old Securities are
accepted for exchange will not receive any payment in respect of accrued
interest on such Old Securities otherwise payable on any interest payment date
the record date for which occurs on or after consummation of the Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Old
Securities, either if certificates are to be forwarded herewith, or if a tender
of certificates for Old Securities, if available, is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Holders of Old Securities whose certificates are not immediately available, or
who are unable to deliver their certificates or confirmation of the book-entry
tender of their Old Securities into the Exchange Agent's account at the Book-
Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Securities according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
The undersigned has completed the appropriate boxes below and has signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Trust the aggregate liquidation amount of Old
Securities indicated below. Subject to, and effective upon, the acceptance for
exchange of the Old Securities tendered hereby, the undersigned hereby sells,
assigns and transfers to, or to the order of, the Trust all right, title and
interest in and to such Old Securities as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Securities
tendered hereby and that the Trust 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 accepted by the Trust. The
undersigned hereby further represents that any New Securities acquired in
exchange for Old Securities tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Securities, whether
or not such person is the undersigned, that neither the Holder of such Old
Securities nor any such other person has an arrangement or understanding with
any person to participate in the distribution of such New Securities and that
neither the Holder of such Old Securities nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended
(the "Act"), of the Registrants.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Securities issued pursuant to the Exchange Offer in
exchange for the Old Securities may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder which is an
"affiliate" of the Registrants within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Securities are
acquired in the ordinary course of such Holders' business and such Holders have
no arrangement with any person to participate in a distribution of such New
Securities. However, the SEC has not considered the Exchange Offer in the
context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer as
in other circumstances. 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 New Securities and has no arrangement or understanding to
participate in a distribution of New Securities. If any Holder is an affiliate
of a Registrant, is engaged in or intends to engage in, or has any arrangement
or understanding with any person
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to participate in, a distribution of the New Securities to be acquired pursuant
to the Exchange Offer, such Holder (i) could not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive New Securities for its own account pursuant to the Exchange
Offer, it represents that the Old Securities to be exchanged for the New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the sale,
assignment and transfer of the Old Securities tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Securities (and, if applicable,
substitute certificates representing Old Securities for any Old Securities not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Securities, please credit the account indicated below maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated in
the box entitled "Special Delivery Instructions" below, please send the New
Securities (and, if applicable, substitute certificates representing Old
Securities for any Old Securities not exchanged) to the undersigned at the
address shown below in the box entitled "Description of Old Securities."
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
This Letter of Transmittal is to be used by Holders if (i) certificates
representing Old Securities are to be physically delivered to the Exchange Agent
herewith by Holders, (ii) tender of Old Securities is to be made by book entry
transfer to the Exchange Agent's account at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in the Prospectus under the caption "The
Exchange Offer Procedures for Tendering Old Securities--Book-Entry Transfer" by
any financial institution that is a participant in DTC and whose name appears on
a security position listing as the owner of Old Securities (both Holders and
such DTC participants, acting on behalf of Holders, are referred to herein as
"Acting Holders"), unless an Agent's Message (as defined below) is delivered in
connection with such book-entry transfer, or (iii) tender of Old Securities is
to be made according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "Procedures for Tendering Old Securities Guaranteed
Delivery Procedures." DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
[_] CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
---------------------------------------------
Account Number with DTC:
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Transaction Code Number.
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If Holders desire to exchange Old Securities pursuant to the Exchange Offer
and (i) certificates representing such Old Securities are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Old Securities or other required documents to reach the
Depositary on or prior to 5:00 p.m., New York City time, on the Expiration Date,
or (iii) the procedures for book-entry transfer (including delivery of an
Agent's Message) cannot be
3
completed prior to the Expiration Date, such Holders may effect a tender and a
delivery of such Old Securities in accordance with the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer
Guaranteed Delivery Procedures." See Instruction 1 below.
[_] CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Eligible Institution that Guaranteed Delivery:
---------------------
If Delivered by Book-Entry Transfer:
Account Number with DTC:
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Transaction Code Number:
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[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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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 New
Securities. If the undersigned is a broker-dealer that will receive New
Securities for its own account in exchange for Old Securities 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 New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
SECURITIES" BELOW AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD SECURITIES AS SET FORTH IN SUCH BOX BELOW.
List below the Old Securities to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
liquidation amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Securities will be accepted only in
liquidation amounts equal to $1,000 or integral multiples thereof.
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DESCRIPTION OF OLD SECURITIES
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AGGREGATE LIQUIDATION
NAME(S) AND ADDRESS(ES) LIQUIDATION AMOUNT OF
OF HOLDER(S) (PLEASE CERTIFICATE AMOUNT OLD SECURITIES
FILL IN, IF BLANK) NUMBER(S)* REPRESENTED** TENDERED
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TOTAL LIQUIDATION AMOUNT
OF OLD SECURITIES ------------- --------------
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* NEED TO BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER (SEE
BELOW).
** UNLESS OTHERWISE INDICATED IN THIS COLUMN, A HOLDER WILL BE DEEMED TO HAVE
TENDERED ALL OF THE OLD SECURITIES REPRESENTED BY THE OLD SECURITIES
INDICATED IN COLUMN 2. SEE INSTRUCTION 2.
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5
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OLD SECURITIES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
IF A HOLDER IS TENDERING ANY OLD SECURITIES, THIS LETTER MUST BE SIGNED BY
THE REGISTERED HOLDER(S) AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR THE
OLD SECURITIES OR BY ANY PERSON(S) AUTHORIZED TO BECOME A REGISTERED HOLDER(S)
BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A
TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, OFFICER OR OTHER PERSON ACTING IN A
FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH FULL TITLE. SEE
INSTRUCTION 3.
X
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X
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(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
DATE:
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NAME(S):
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(PLEASE PRINT)
CAPACITY:
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ADDRESS:
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(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NO.:
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PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
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(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
DATE:
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6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3 AND 4) (SEE INSTRUCTIONS 2, 3 AND 4)
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To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old
Securities not exchanged and/or New Securities are to Securities not exchanged and/or New Securities are to
be issued in the name of and sent to someone other than be sent to someone other than the person or persons
the person or persons whose signature(s) appear(s) on whose signature(s) appear(s) on this Letter above or to
this Letter of Transmittal above, or if Old Securities such person or persons at an address other than shown
delivered by book-entry transfer which are not accepted in the box entitled "Description of Old Securities" on
for exchange are to be returned by credit to an account this Letter above.
maintained at the Book-Entry Transfer Facility other
than the account indicated above.
Issue: New Securities and/or Old Securities to: Deliver: New Securities and/or Old Securities to:
Name: Name:
-------------------------------------------------- --------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address: Address:
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(PLEASE PRINT) (PLEASE PRINT)
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ZIP CODE ZIP CODE
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN) (SEE SUBSTITUTE FORM W-9 HEREIN)
Credit unpurchased Old Securities by book-entry
transfer to the DTC account set forth below:
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(DTC Account Number)
Name of Account Party:
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PLEASE COMPLETE SUBSTITUTE
FORM W-9 HEREIN
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3)
Certain Signatures Must be Guaranteed by an Eligible
Institution
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
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(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
- -------------------------------------------------------
(TITLE)
Date:
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD SECURITIES; GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by Holders of Old Securities
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for
all physically tendered Old Securities, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at the address set
forth herein on or prior to the Expiration Date, or the tendering Holder must
comply with the guaranteed delivery procedures set forth below. Old Securities
tendered hereby must be in denominations of liquidation amount of $1,000 and any
integral multiple thereof.
Holders whose certificates for Old Securities are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old
Securities pursuant to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Pursuant to such procedures, (i) such tender must be made through an Eligible
Institution (as defined in Instruction 3), (ii) on or prior to the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by telegram, telex, facsimile transmission, mail or hand delivery), setting
forth the name and address of the Holder of Old Securities and the amount of Old
Securities tendered stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Securities, or a Book-Entry
Confirmation, and any other documents required by the Letter of Transmittal will
be deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Securities, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, are deposited by the Eligible
Institution within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD SECURITIES
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. IF OLD SECURITIES ARE SENT BY MAIL, IT IS
SUGGESTED THAT THE MAILING BE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED, AND MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Securities evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
liquidation amount of Old Securities to be tendered in the box above entitled
"Description of Old Securities--Liquidation Amount Tendered." A reissued
certificate representing the balance of non-tendered Old Securities will be sent
to such tendering Holder, unless otherwise provided in the appropriate box of
this Letter of Transmittal, promptly after the Expiration Date. All of the Old
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS,
GUARANTEE OF SIGNATURES.
8
If this Letter of Transmittal is signed by the registered Holder of the Old
Securities tendered hereby, the signature must correspond exactly with the name
as written on the face of the certificates without any change whatsoever.
If any tendered Old Securities are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Old Securities are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this letter as there are different registrations of certificates.
When this Letter of Transmittal is signed by the registered Holder or
Holders of the Old Securities specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the New Securities are to be issued, or any untendered Old Securities are to be
reissued, to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an institution that is a member of
the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) or the New York Stock Exchange Medallion Signature
Program (MSP) (an "Eligible Institution").
IF THIS LETTER IS SIGNED BY A PERSON OTHER THAN THE REGISTERED HOLDER OR
HOLDERS OF ANY CERTIFICATE(S) SPECIFIED HEREIN, SUCH CERTIFICATE(S) MUST BE
ENDORSED AND ACCOMPANIED BY APPROPRIATE BOND POWERS, IN EITHER CASE SIGNED
EXACTLY AS THE NAME OR NAMES OF THE REGISTERED HOLDER OR HOLDERS APPEAR(S) ON
THE CERTIFICATES AND SIGNATURES ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
NO SIGNATURE GUARANTEE IS REQUIRED, PROVIDED THE OLD SECURITIES ARE
TENDERED: (i) BY A REGISTERED HOLDER OF OLD SECURITIES (WHICH TERM, FOR PURPOSES
OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER
FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER
OF SUCH OLD SECURITIES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS ON THIS LETTER, OR (ii) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Old Securities should indicate in the applicable box
the name and address to which New Securities issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Securities not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Holders tendering Old Securities by book-entry transfer may
request that Old Securities not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such Holder may designate hereon. If no
such instructions are given, such Old Securities not exchanged will be returned
to the name and address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose Old
Securities are accepted for exchange must provide the Company (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on the Substitute
Form W-9 attached hereto, which, in the case of a tendering Holder who is an
individual, is his or her social security number. If the Company is not provided
with the current TIN or an adequate basis for an exemption, such tendering
Holder may be
9
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery to such tendering Holder of New Securities may be subject to backup
withholding in an amount equal to 31% of all reportable payments made after the
exchange. If withholding results in an overpayment of taxes, a refund may be
obtained.
Exempt Holders of Old Securities (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering Holder of Old Securities must
provide its correct TIN by completing the Substitute Form W-9 attached hereto,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the
Holder has not been notified by the Internal Revenue Service that such Holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the Holder that
such Holder is no longer subject to backup withholding. If the tendering Holder
of Old Securities is a nonresident alien or foreign entity not subject to backup
withholding, such Holder must give the Company a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Old Securities are in more than one name or are not in the name of the actual
owner, such Holder should consult the W-9 Guidelines for information on which
TIN to report. If such Holder does not have a TIN, such Holder should consult
the W-9 Guidelines for instructions on applying for a TIN, check the box in Part
2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
Checking this box and writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If such Holder does not provide its TIN to the Company within
60 days, backup withholding will begin and will continue until such Holder
furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Securities to it or to its order pursuant to the Exchange Offer. If,
however, New Securities and/or substitute Old Securities not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered Holder of Old Securities tendered hereby, or if tendered Old
Securities are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Old Securities to the Company or to its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) 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.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Securities specified in this Letter
of Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Securities, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Old Securities for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Securities nor shall any of them incur any liability for failure to give any
such notice.
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9. MUTILATED, LOST, STOLEN OR DESTROYED OLD SECURITIES.
Any Holder whose Old Securities have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
11. DEFINITIONS.
Capitalized terms used in this letter of transmittal and not otherwise
defined have the meanings given in the Prospectus.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
- --------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
PART 1--PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY --------------------------------
BY SIGNING AND DATING BELOW. SOCIAL SECURITY NUMBER
OR
--------------------------------
EMPLOYER IDENTIFICATION 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
("IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
BACKUP WITHHOLDING.
PART 3--
AWAITING TIN [_]
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 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 STATING THAT YOU ARE NO LONGER
SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT ITEM (2).
SIGNATURE DATE
----------------------------------- --------------------------
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF 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 (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 AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT
IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER WITHIN 60 DAYS, 31 PERCENT
OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I
PROVIDE A NUMBER.
--------------------------------------- ---------------, ---------
SIGNATURE DATE
- --------------------------------------------------------------------------------
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THE DEPOSITARY FOR THE EXCHANGE OFFER IS:
THE CHASE TRUST COMPANY OF CALIFORNIA
By Hand/Overnight Courier/By Mail: By Facsimile:
c/o The Chase Manhattan Bank (212) 638-7380
Attn: Mr. Carlos Estevez
55 Water Street Confirm by Telephone:
Second Floor, Room #234 (212) 638-0828
New York, New York 10041
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
20th Floor
New York, New York 10005
(800) 669-5550
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