LETTER OF TRANSMITTAL
FOR
9 1/4% SENIOR NOTES DUE 2014
OF
MEMBERWORKS INCORPORATED
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
ALL OF ITS OUTSTANDING 9 1/4% SENIOR NOTES DUE 2014
WHICH HAVE NOT REGISTERED UNDER THE SECURITIES ACT
FOR
9 1/4% SENIOR NOTES DUE 2014
REGISTERED UNDER THE SECURITIES ACT
---------------------
PURSUANT TO THE PROSPECTUS DATED , 2004
---------------------
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME, , 2004 UNLESS
THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY
BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE
EXPIRATION DATE.
- --------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: LaSalle Bank National Association
By Mail: By Overnight Courier and By Hand:
LaSalle Bank N.A. LaSalle Bank N.A.
135 LaSalle Street, Suite 1960 135 LaSalle Street, Suite 1960
Chicago, IL 60603 Chicago, IL 60603
Attention Christine Linde, Vice President Attention Christine Linde, Vice President
By Facsimile:
(312) 904-2236
For Eligible Institutions Only
To Confirm by Telephone:
(312) 904-5532
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD
NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the
prospectus dated , 2004 (the "Prospectus") of MemberWorks Incorporated, a
Delaware corporation (the "Company"), which, together with this letter of
transmittal and the instructions thereto (the "Letter of Transmittal"),
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 9 1/4% Senior Notes due 2014 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement of which the Prospectus
constitutes a part, for each $1,000 principal amount of its outstanding 9 1/4%
Senior Notes due 2014 (the "Old Notes") which have not been registered under the
Securities Act, upon the terms and subject to the conditions set forth in the
Prospectus.
This Letter of Transmittal is to be used by Holders (as defined below)
if: (i) certificates representing Old Notes are to be physically delivered to
the Exchange Agent herewith by Holders; (ii) tender of the Old Notes 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 Exchange Offer--Procedure for Tendering" by any financial institution
that is a participant in DTC and whose name appears on a security position
listing as the owner of Old Notes (such participants, acting on behalf of
Holders are referred to herein, together with such Holders, as "Acting
Holders"); or (iii) tender of the Old Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedure," and, in each case, instructions are being
transmitted through the DTC Automated Tender Offer Program ("ATOP"). Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Old Notes are registered on the books of the Registrar or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Old Notes are held of record by DTC and who
desires to deliver such Old Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER
THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
All capitalized terms used herein and not defined shall have the
meaning ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
- --------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES
- --------------------------------------------------------------------------------
Certificate Aggregate
Number(s)* Principal Amount
Name(s) and Address(es) of Holder(s) (Attach signed list Tendered (if less
(Please fill in if blank) if necessary) than all)**
- --------------------------------------------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
- --------------------------------------------------------------------------------
Total Principal Amount of Old Notes Tendered
- --------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Old
Notes listed. See Instruction 2.
- --------------------------------------------------------------------------------
2
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------------
DTC Book-Entry Account No.:
-----------------------------------------------------
Transaction Code No.:
-----------------------------------------------------------
If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Old Notes or other required documents to reach
the Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedure." DTC participants may also accept the
Offer by submitting the notice of guaranteed delivery through ATOP.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Old Notes:
----------------------------------------------
Window Ticket No. (if any):
-----------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------------
Name of Eligible Institution that Guaranteed Delivery:
--------------------------
If Delivered by Book-Entry Transfer:
Name of Tendering Institution:
--------------------------------------------------
DTC Book-Entry Account No.:
-----------------------------------------------------
Transaction Code No.:
-----------------------------------------------------------
|_| 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:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
|_| CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
3
Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Company the principal amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of the Company
all right, title and interest in and to the Old Notes tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company and as Trustee under the Indenture for the Old
Notes and the New Notes) with respect to the tendered Old Notes with full power
of substitution to (i) deliver certificates for such Old Notes to the Company,
or transfer ownership of such Old Notes on the account books maintained by DTC
together, in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Notes for transfer on the books of the Registrar and 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 power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the New Notes issued in exchange for the Old Notes pursuant to the Exchange
Offer may be offered for sale, resold and otherwise transferred by any holder
thereof (other than (i) a broker-dealer who purchased such Old Notes directly
from the Company to resell pursuant to Rule 144A or any other available
exemption under the Securities Act or (ii) a person that is an "affiliate" of
the Company 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 the holder is acquiring the New Notes in its
ordinary course of business and is not participating, and has no arrangement or
understanding with any person to participate in the distribution of the New
Notes.
The undersigned represents and warrants that:
(a) the New Notes acquired pursuant to the Exchange Offer are being
acquired in the ordinary course of business of the person
receiving the New Notes, whether or not the person is the Holder,
(b) neither the undersigned nor any other recipient of the New Notes
(if different than the Holder) is engaged in, intends to engage
in, or has any arrangement or understanding with any person to
participate in, the distribution of the Old Notes or New Notes,
(c) neither the undersigned nor any other recipient is an "affiliate"
of the Company within the meaning of Rule 405 promulgated under
the Securities Act or, if the Holder or such recipient is an
affiliate, that the Holder or such recipient represents and agrees
that it may not rely on the applicable interpretations of the
staff of the Securities and Exchange Commission and it will comply
with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable,
(d) if the undersigned is a broker-dealer, it has not entered into any
arrangement or understanding with the Company or any "affiliate"
of the Company within the meaning of Rule 405 promulgated under
the Securities Act to distribute the New Notes,
(e) if the undersigned is a broker-dealer, the undersigned further
represents and warrants that, if it 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
will deliver a prospectus meeting the requirements of the
Securities Act (for which purposes, the delivery of the
Prospectus, as the same may
4
be hereafter supplemented or amended, shall be sufficient) in
connection with any resale of New Notes received in the Exchange
Offer; and
(f) the undersigned is not acting on behalf of any person or entity
that could not truthfully make these representations.
By acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, 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 Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when the Company has given oral or written
notice (such notice, if given orally to be confirmed in writing) thereof to the
Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted Old
Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or at a
different address as may be indicated under "Special Issuance Instructions"
promptly after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personnel, representatives, successors and
assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedure for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
All questions as to form, validity, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the certificates representing the New Notes issued in exchange for
the Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged, in the name(s) of the undersigned (or in either such event in the
case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and any certificates for Old Notes not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signatures, unless, in either event,
tender is being made through DTC. In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any Old Notes not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Notes from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Notes so tendered.
5
TENDERING HOLDER SIGNATURE
(To Be Completed by All Tendering Holders of
Old Notes Regardless of Whether Old Notes Are Being Physically
Delivered Herewith)
(Please Complete Substitute Form W-9 Herein)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes
exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Old Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer or other person
acting in a fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence satisfactory to the
Company of such person's authority to so act. See Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of
the Old Note, then the registered Holder(s) must sign a valid proxy.
Please sign here
X Date:
------------------------------- ----------------------------------
X Date:
------------------------------- ----------------------------------
Signature(s) of Holder(s)
or Authorized Signatory
Name(s): Address:
-------------------------- ---------------------------------
- ---------------------------------- -----------------------------------------
(Please Print) (including Zip Code)
Capacity: Area Code and Telephone No.:
------------------------- -------------
Taxpayer Identification No.:
------
MEDALLION SIGNATURE GUARANTEE
(If Required--See Instruction 3 herein)
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number
(including area code) of Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
-----------------------------
6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1, 3, 4 and 5 herein) (See Instruction 1, 3, 4 and 5 herein)
To be completed ONLY if certificates for Old Notes in a To be completed ONLY if certificates for Old Notes
principal amount not tendered are to be issued in the in a principal amount not tendered or not accepted
name of, or the New Notes issued pursuant to the for purchase or the New Notes issued pursuant to the
Exchange Offer are to be issued to the order of, Exchange Offer are to be sent to someone other than
someone other than person or persons whose signature(s) the person or persons whose signature(s) appear(s)
appear(s) within this Letter of Transmittal or issued within this Letter of Transmittal or issued to an
to an address different from that shown in the box address different from that shown in the box
entitled "Description of Old Notes" within this Letter entitled "Description of Old Notes" within this
of Transmittal, or if Old Notes tendered by book-entry Letter of Transmittal.
transfer that are not accepted for purchase are to be
credited to an account maintained at DTC.
Name: Name:
------------------------------------------ -----------------------------------------------
(Please Print) (Please Print)
Address: Address:
------------------------------------------ -----------------------------------------------
(Please Print) (Please Print)
- --------------------------------------------------- -----------------------------------------------
- --------------------------------------------------- -----------------------------------------------
(Zip Code) (Zip Code)
- -------------------------------------------------- -----------------------------------------------
(Taxpayer Identification Number) (Taxpayer Identification Number)
(See Substitute Form W-9) (See Substitute Form W-9)
7
INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
1. Delivery of this Letter of Transmittal and Old Notes. The
certificates for the tendered Old Notes (or a confirmation of a book-entry
transfer into the Exchange Agent's account at DTC of all Old Notes delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof and any other documents required by
this Letter of Transmittal must be received by the Exchange Agent at its address
set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date.
The method of delivery of the tendered Old Notes, this Letter of Transmittal and
all other required documents is at the election and risk of the Holder and,
except as otherwise provided below, the delivery will be deemed made only when
actually received by the Exchange Agent. Instead of delivery by mail, it is
recommended that the Holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. No Letter of
Transmittal or Old Notes should be sent to the Company.
Holders who wish to tender their Old Notes and (i) whose certificates
representing such Old Notes are not immediately available, (ii) who cannot
deliver their certificates representing such Old Notes, this Letter of
Transmittal or any 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 and follow the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution;
(ii) prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the Holder of the Old Notes, the certificate
number or numbers of such Old Notes and the principal amount of Old Notes
tendered, stating that the tender is being made by guaranteed delivery and
guaranteeing that, within five business days after the Expiration Date, this
Letter of Transmittal (or facsimile hereof) together with the certificate(s)
representing the Old Notes (or a confirmation of electronic delivery of
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered Old
Notes in proper form for transfer (or a confirmation of book-entry delivery into
the Exchange Agent's account at DTC), must be received by the Exchange Agent
within five business days after the Expiration Date, all as provided in the
Prospectus under the caption "Guaranteed Delivery Procedure". Any Holder of Old
Notes who wishes to tender his Old Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Old Notes. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned without cost by the Exchange Agent to the
tendering Holders of Old Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. Partial Tenders. Tenders of Old Notes will be accepted only in
principal amounts equal to $1,000 and integral multiples thereof. If less than
the entire principal amount of any Old Notes is tendered, the tendering Holder
should fill in the principal amount tendered in the third column of the chart
entitled "Description of Old Notes." The
8
entire principal amount of Old Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Old Notes is not tendered, Old Notes for the principal amount of
Old Notes not tendered and a certificate or certificates representing New Notes
issued in exchange for any Old Notes accepted will be sent to the Holder at his
or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal or unless tender is made through
DTC, promptly after the Old Notes are accepted for exchange.
3. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered Holder(s) of the Old Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Old Notes without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of Old Notes tendered and the certificate(s) for New Notes
issued in exchange therefor is to be issued (or any untendered principal amount
of Old Notes is to be reissued) to the registered Holder, such Holder need not
and should not endorse any tendered Old Note, nor provide a separate bond power.
In any other case, such Holder must either properly endorse the Old Notes
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal, with the signatures on the endorsement or bond power guaranteed
by a recognized member of the Medallion Signature Guarantee Program.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered Holder(s) of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers signed as the
name of the registered Holder(s) appears on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by a recognized member of the Medallion
Signature Guarantee Program.
Signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by a recognized member of the Medallion Signature Guarantee Program
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
Holder (including any participant in DTC whose name appears on a security
position listing as the owner of Old Notes) who has not completed the box set
forth herein entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" or (ii) for the account of a member of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States (each of the foregoing being referred to
as an "Eligible Institution").
4. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Notes or
substitute certificates representing Old Notes for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal (or
in the case of tender of the Old Notes through DTC, if different from DTC). In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
5. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old Notes tendered hereby, or if tendered Old Notes 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 exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or any other person) will be payable
by the
9
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
6. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
all Old Notes tendered.
7. 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 the address indicated in this Letter of Transmittal for
further instruction.
8. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in this Letter of Transmittal. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
9. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders".
10
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a Holder who tenders Old Notes in
the Exchange Offer is required to provide the Exchange Agent (as payer) with
such Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 below or otherwise establish a basis for exemption from backup withholding.
If such Holder is an individual, the TIN is his or her social security number.
If the Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments made with respect to New
Notes acquired pursuant to the Exchange Offer may be subject to backup
withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8 BEN,
Form W-ECI or other appropriate form signed under penalties of perjury,
attesting to that Holder's exempt status. Form W-8 BEN and Form W-ECI can be
obtained from the Exchange Agent. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 28% of any payments made to the Holder or other payee. Backup
withholding is not an additional U.S. federal income tax. Rather, the U.S.
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund or credit may be obtained provided that the required
information is furnished to the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding, a tendering Holder is required to
provide the Exchange Agent with either: (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the Internal Revenue Service that the Holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the Holder that the Holder is
no longer subject to backup withholding; or (ii) an adequate basis for
exemption.
What Number to Give the Exchange Agent
The Holder is required to give the Exchange Agent the TIN (i.e., social
security number or employer identification number) of the registered Holder of
the Old Notes. If the Old Notes are held in more than one name or are not held
in the name of the beneficial owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
11
- -----------------------------------------------------------------------------------------------------------------------------------
REQUESTER'S NAME: LaSalle Bank National Association
SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT THE RIGHT AND CERTIFY BY SIGNING OR
Form W-9 AND DATING BELOW Employer Identification Number
Part 2 -- Certification -- Under
Penalties of Perjury, I certify that: Part 3 --
Department of the Treasury Internal
Revenue Service (1) The number shown on this form is Awaiting TIN |_|
my correct Taxpayer Identification
Payer's Request for Number (or I am waiting for a
Taxpayer Identification number to be issued to me), and
Number (TIN)
(2) I am not subject to backup
withholding either because (a) I
am exempt from backup withholding,
- -------------------------------------- (b) I have not been notified by
Please fill-in your the Internal Revenue Service
Name and Address: ("IRS") that I am subject to
backup withholding as a result of
failure to report all interest or
- -------------------------------------- dividends, or (c) the IRS has
Name notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a
U.S. resident alien).
- --------------------------------------
Address (Number and Street)
Certification 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
City, State and Zip Code because of underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you arc no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE: DATE:
----------------------------- -----------------------
- ---------------------------------------- ------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM 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
until I provide a taxpayer identification number, all reportable payments made
to me will be subject to backup withholding.
Signature: Date:
------------------------------- --------------------
- --------------------------------------------------------------------------------
12
The Exchange Agent for the Exchange Offer Is:
LaSalle Bank National Association
By Mail: By Overnight Courier and By Hand:
LaSalle Bank N.A. LaSalle Bank N.A.
135 LaSalle Street, Suite 1960 135 LaSalle Street, Suite 1960
Chicago, IL 60603 Chicago, IL 60603
Attention: Christine Linde, Vice President Attention: Christine Linde, Vice President
By Facsimile:
(312) 904-2236
For Eligible Institutions Only
To Confirm by Telephone:
(312) 904-5532
13