Exhibit 99.1
LETTER OF TRANSMITTAL
for
12% Senior Notes Due 2003
of
PREMIER PARKS INC.
Pursuant to the Prospectus
dated ________, 1995
of
PREMIER PARKS INC.
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________, 1995, UNLESS EXTENDED (THE "EXPIRATION DATE").
To:
Exchange Agent
____________________
By Hand Delivery By Registered or By Overnight Delivery
Certified Mail:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
65 Beaver Street P.O. Box 844-Peter Cooper Station 770 Broadway
New York, New York 10005 New York, NY 10276-0843 New York, New York 10003
Attention: Ground Level Attention: Corporate Trust
Corporate Trust Operations Operations
Confirm by Telephone
(800) 548-6565
For information with respect to
the Offer, call Customer Service at the Exchange Agent:
(800) 548-6565
Delivery of this instrument to an address 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.
The undersigned acknowledges receipt of the Prospectus, dated
________, 1995 (the "Prospectus"), of PREMIER PARKS INC., a Delaware
corporation (the "Company"), relating to the offer of the Company, upon the
terms and subject to the conditions set forth in the Prospectus and in this
Letter of Transmittal and the instructions hereto (which together with the
Prospectus constitute the "Offer"), to exchange $1,000 principal amount of
its 12% Senior Notes Due 2003 (the "New Notes") for each $1,000 principal
amount of the outstanding 12% Senior Notes Due 2003 of the Company (the
"Old Notes"), of which $90,000,000 aggregate principal amount is
outstanding. Capitalized terms used herein
but not defined herein have the meanings given to them in the Prospectus.
The undersigned has completed the appropriate boxes below and
signed and delivered this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Offer.
This Letter of Transmittal is to be used whether the Old Notes
are to be physically delivered herewith, or whether guaranteed delivery
procedures are being used, pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Old Notes."
As also described under the caption "The Exchange Offer -- Procedures
for Tendering Old Notes," with respect to holders of Old Notes for whom "Book-
Entry Transfer" is available, although delivery of Old Notes may be effected
through book-entry transfer at the "Book-Entry Transfer Facility," the Letter of
Transmittal must, in any case other than as provided in the next sentence, be
used. With respect to DTC and its participants, in lieu of using this Letter of
Transmittal, electronic instructions must be sent to DTC in which the tendering
holder acknowledges receipt of this Letter of Transmittal and agrees to be bound
by the terms hereof.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to the Company the principal amount of the Old
Notes indicated below. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby
irrevocably sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Old Notes, and hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that
said Exchange Agent also acts as the agent of the Company and as Trustee
under the indenture governing the Old Notes and the New Notes) with respect
to such Old Notes, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest) to (a)
deliver certificates representing such Old Notes, and to deliver all
accompanying evidences of transfer and authenticity to or upon the order of
the Company upon receipt by the Exchange Agent, as the undersigned's agent,
of the New Notes to which the undersigned is entitled upon the acceptance
by the Company of such Old Notes for exchange pursuant to the Offer, (b)
receive all benefits and otherwise to exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms of the Offer,
and (c) present such Old Notes for transfer on the register for such Old
Notes.
The undersigned acknowledges that prior to this Offer, there has
been no public market for the Old Notes or the New Notes. If a market for
the New Notes should develop, the New Notes could trade at a discount from
their principal amount. The undersigned is aware that the Company does not
intend to list the New Notes on a national securities exchange and that
there can be no assurance that an active market for the New Notes will
develop.
The undersigned also acknowledges that this Offer is being made
in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "SEC") that the New Notes issued pursuant to the
Offer in exchange for the Old Notes may be offered for resale, resold and
otherwise transferred by any person receiving such New Notes whether or not
such person is the holder thereof, (other than any such holder or other
person which is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act of 1933, as amended (the "Securities Act"),
without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the
ordinary course of business of such holder or other person, such holder or
other person is not engaged in or intending to engage in a distribution of
New Notes, and such holders or other person has no arrangement with any
person to participate in the distribution of such New Notes. See
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"Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5,
1991), and "Exxon Capital Holdings Corporation," SEC No-Action Letter
(available May 13, 1988).
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 Notes. If the undersigned is a broker-dealer that will
receive New Notes, it represents that the Old Notes to be exchanged for New
Notes were acquired as a result of market-making activities or other
trading activities and it acknowledges that it will deliver a prospectus in
connection with any resale of such New 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.
As provident in the Prospectus, any holder of Old Notes who is not
eligible to participate in this Offer can elect to have such holder's Old Notes
registered in a "shelf" registration statement. In order to make such election,
each holder must check the appropriate box below. Such election must be
made prior to the Expiration Date of this Offer in order for holders to elect to
have a "shelf" registration effected.
The Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Offer or acceptance thereof would not be in compliance with
the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable security law.
The undersigned represents that (i) the New Notes acquired
pursuant to the Offer are being obtained in the ordinary course of business
of the undersigned or other person receiving such New Notes; (ii) neither
the undersigned nor any such other person is engaged in or intends to
engage in a distribution of such New Notes; (iii) neither the undersigned
nor any such other person has any arrangement or understanding with any
person to participate in a distribution of the New Notes; and (iv) neither
the undersigned nor any such other person is an "affiliate", as defined
under Rule 405 of the Securities Act, of the Company or, if such holder is
such an affiliate, that such holder will comply with the registration and
the prospectus delivery requirements of the Securities Act in connection
with the disposition of any New Notes to the extent applicable.
The undersigned understands and acknowledges that the Company
reserves the right in its sole discretion to purchase or make offers for
any Old Notes that remain outstanding subsequent to the Expiration Date or,
as set forth in the Prospectus under the caption "Conditions to the
Exchange Offer," to terminate the Offer and, to the extent permitted by
applicable law, purchase Old Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or
offers will differ from the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned accepts the terms and conditions of the Offer, has full power
and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby, and that when the same are
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accepted for exchange by the Company, 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 or right.
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 sale, assignment and transfer of the Old Notes
tendered hereby.
The undersigned agrees that all authority conferred or agreed to
be conferred by 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. The undersigned also agrees that,
except as stated in the Prospectus, the Old Notes tendered hereby cannot be
withdrawn.
The undersigned understands that tenders of the Old Notes
pursuant to any one of the procedures described in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering Old Notes" and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Company in accordance with the terms and subject to the
conditions of the Offer.
The undersigned understands that by tendering Old Notes pursuant
to one of the procedures described in the Prospectus and the instructions
thereto, the tendering holder will be deemed to have waived the right to
receive any payment in respect of interest on the Old Notes accrued up to
the date of issuance of the New Notes.
The undersigned recognizes that, under certain circumstances set
forth in the Prospectus, the Company may not be required to accept for
exchange any of the Old Notes tendered. Old Notes not accepted for
exchange or withdrawn will be returned to the undersigned at the address
set forth below unless otherwise indicated under "Special Delivery
Instructions" below.
Unless otherwise indicated herein under the box entitled "Special
Issuance Instructions" below, please issue New Notes, and Old Notes not
validly tendered or accepted for exchange, in the name of the undersigned.
Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send New Notes, and Old Notes not
validly tendered or accepted for exchange, to the undersigned at the
address shown below the signature of the undersigned. The undersigned
recognizes that the Company has no obligation pursuant to the "Special
Issuance Instructions" to transfer any Old Notes from the name of the
Registered Holder thereof if the
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Company does not accept for exchange any of the principal amount of such
Old Notes so tendered.
All questions as to the validity, form, eligibility (including
time of receipt) and withdrawal of the 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 this 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 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 to such holder
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.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OLD NOTES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE OLD NOTES AND MADE CERTAIN REPRESENTATIONS (INCLUDING AS TO FINANCIAL
STATUS) DESCRIBED HEREIN AND IN THE PROSPECTUS.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(See instructions 1 and 3 and the following paragraph)
X ,
---------------------------------- ---------- -----
Date
X ,
---------------------------------- ---------- -----
Signature of Registered Holder(s) Date
Area Code and Tel. No.:
------------------------------
This Letter of Transmittal must be signed by the Registered Holder(s) as
the name(s) appear(s) on the certificate(s) for Old Notes or on a security
position listing or by person(s) authorized to become 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 the full title
below. See Instruction 3.
Name(s):
--------------------------------------------------
--------------------------------------------------
(Please Type or Print)
Capacity:
--------------------------------------------------
Address:
--------------------------------------------------
(Include Zip Code)
[ ] Check here if you are a holder who is not eligible
to participate in this Offer and are electing to
have Old Notes held by you registered in a "shelf"
registration statement. If you are checking this
box, it is a condition to the Company's obligation
to effect a "shelf" registration statement that you
include herewith detailed documentation as to the
facts and circumstances pursuant to which you are
not eligible to participate in this Offer.
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SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:
---------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------
(Printed Name)
- ---------------------------------------------------------------------------
(Title)
- ---------------------------------------------------------------------------
(Name of Firm)
Dated:
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF
(TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A NOTICE OF GUARANTEED
DELIVERY AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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List below the Old Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate
numbers and principal amounts should be listed on a separate signed
schedule affixed hereto. The minimum permitted tender is $1,000 principal
amount of Old Notes; all other tenders must be in integral multiples of
$1,000.
DESCRIPTION OF OLD NOTES
(i) (ii) (iii) (iv)
Name(s) and Address(es) of Certificate Aggregate Principal
Holder(s) Number(s) Principal Amount
Please fill in the blank) --------- Amount Tendered
- ------------------------- Represented* --------
-----------
Total . . . . . . . . . . . .
* Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Offer, the
undersigned will be deemed to have tendered the entire aggregate
principal amount represented by the Old Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 8.
/ / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / 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 (See Instructions 1 and 4):
Name(s) of Registered Holder(s):
--------------------------------------
Date of Execution of Notice
of Guaranteed Delivery:
---------------------------------------------
Name of Eligible Institution
that Guaranteed Delivery:
-------------------------------------------
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO
Name:
--------------------
Address:
-----------------
--------------------
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY if certificates for Old Notes in a principal amount
not exchanged and/or certificates for New Notes are to be registered in the
name of or issued to someone other than the person or persons whose
signature(s) appear(s) on this Letter of Transmittal above.
Issue and mail:
(check appropriate box(es)):
/ / New Notes to:
/ / Old Notes to:
Name(s)
-----------------------------------------------------------------
(Please Type or Print)
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(Please Type or Print)
Address/
Zip Code
-----------------------------------------------------------------
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Employer Identification or
Social Security Number
(Complete the Substitute Form W-9)
-----------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY if certificates for Old Notes in a principal amount
not exchanged and/or certificates for New Notes are to be sent to someone
other than the person or persons whose signature(s) appear(s) on the Letter
of Transmittal above or to such person or persons at an address other than
that shown in the box entitled "Description of Old Notes" on this Letter of
Transmittal above.
Mail or deliver:
(check appropriate box(es)):
/ / New Notes to:
/ / Old Notes to:
Name(s)
-----------------------------------------------------------------
(Please Type or Print)
------------------------------------------------------------
(Please Type or Print)
Address/
Zip Code
-----------------------------------------------------------------
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Employer Identification or
Social Security Number
(Complete the Substitute Form W-9)
-----------------------------------------
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TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(See Instruction 5)
PAYOR'S NAME: PREMIER PARKS INC.
SUBSTITUTE Part 1 -- PLEASE TIN:
Form W-9 PROVIDE YOU TIN IN ---------------------
THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING Employer Identification
AND DATING BELOW. Number
Department of the CERTIFICATION--UNDER THE PENALTIES OF
Treasury Internal PERJURY, I CERTIFY THAT (1) the number
Revenue Service shown on this form is my correct taxpayer
identification number (or I am waiting for
a number to be issued to me), (2) I am not
subject to backup withholding either
because I have not been notified by the
Internal Revenue Service (the "IRS") that I
am subject o backup withholding as a result
of a failure to report all interest or
dividends or the IRS has notified me that I
am no longer subject to backup withholding
and (3) all other information provided on
this form is true and correct.
SIGNATURE DATE Part 2--
--------------------- --------------
Awaiting TIN / /
You must cross out item (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 and you have not been notified by the IRS
that you are no longer subject to backup withholding.
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Offer
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedure
To be effectively tendered pursuant to the Offer, the Old Notes,
together with a properly completed Letter of Transmittal, duly executed by
the Registered Holder thereof, and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at one of its addresses
set forth on the front page of this Letter of Transmittal prior to 5:00 p.m. on
the Expiration Date. If the beneficial owner of any Old Notes is not the
Registered Holder, then such person may validly tender his or her Old Notes
only by obtaining and submitting to the Exchange Agent a properly completed
Letter of Transmittal from the Registered Holder. Old Notes should be delivered
only to the Exchange Agent and not to the Company or to any other person.
The method of delivery of Old Notes and all other required
documents to the Exchange Agent is at the election and risk of the holder,
but if such delivery is by mail it is suggested that the holder use
properly insured, registered mail with return receipt requested. Instead
of delivery by mail, it is recommended that Old Notes and all other required
documents be delivered by hand or by courier.
If certificates for Old Notes are sent by mail, it is suggested
that the mailing be 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.
If a holder desires to tender Old Notes and such holder's Old
Notes are not immediately available or time will not permit such holder's
Letter of Transmittal, Old Notes or other required documents to reach the
Exchange Agent on or before the Expiration Date, such holder's tender may
be effected if:
(a) such tender is made by or through an Eligible Institution
(as defined below);
(b) on or prior to the Expiration Date, the Exchange Agent has
received a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) from such
Eligible Institution setting forth the name and address of the holder
of such Old Notes, the certificate numbers of such Old Notes (if
available) and the principal amount of Old Notes tendered and stating
that the tender is being made thereby and guaranteeing that, within
three (3) New York Stock Exchange ("NYSE") trading days after the
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Expiration Date, a duly executed Letter of Transmittal, together
with the Old Notes, and any other documents required by this Letter of
Transmittal and the instructions hereto, will be deposited by such
Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal, a Notice of Guaranteed Delivery
and Old Notes, in proper form for transfer, and all other required
documents are received by the Exchange Agent within three NYSE trading
days after the date of such telegram, facsimile transmission or letter.
2. Withdrawal of Tenders.
Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date, unless previously accepted for
exchange.
To be effective, a written or (for DTC participants) electronic ATOP
transmission notice of withdrawal must (i) be received by the Exchange Agent at
one of its addresses set forth on the first page of this Letter of Transmittal
prior to 5:00 p.m., New York City time, on the Expiration Date, unless
previously accepted for exchange, (ii) specify the name of the person who
tendered the Old Notes, (iii) contain the description of the Old Notes to
be withdrawn, the certificate numbers shown on the particular certificates
evidencing such Old Notes and the aggregate principal amount represented by
such Old Notes, and (iv) be signed by the holder of such Old Notes in the
same manner as the original signature appears on this Letter of Transmittal
(including any required signature guarantees) (or with respect to DTC and
participants, by electronic instructions through ATOP) or be accompanied by
evidence sufficient to have the Trustee with respect to the Old Notes register
the transfer of such Old Notes into the name of the holder withdrawing the
tender. The signature(s) on the notice of withdrawal must be guaranteed by
an Eligible Institution unless such Old Notes have been tendered (i) by a
Registered Holder of Old Notes who has not completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the
account of an Eligible Institution. All questions as to the validity, form
and eligibility (including time of receipt) of such withdrawal notices
shall be determined by the Company, whose determination shall be final and
binding on all parties. If the Old Notes to be withdrawn have been
delivered or otherwise identified to the Exchange Agent, a signed notice of
withdrawal is effective immediately upon receipt by the Exchange Agent of a
written, or (for DTC participants) electronic ATOP transmission notice of
withdrawal even if physical release is not yet effected. In addition, such
notice must specify, in the case of Old Notes tendered by delivery of
certificates for such Old Notes, the name of the Registered Holder (if different
from that of the tendering
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holder) to be credited with the withdrawn Old Notes. Withdrawals may not
be rescinded, and any Old Notes withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, properly withdrawn
Old Notes may be retendered by following one of the procedures described
under "The Exchange Offer-Procedures for Tendering Old Notes" in the
Prospectus at any time on or prior to the applicable Expiration Date.
3. Signatures on this Letter of Transmittal, Bond Powers and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the Registered
Holder(s) of the Old Notes tendered hereby, the signature must correspond
exactly with the name(s) as written on the face of the certificates without
any change whatsoever.
If any Old Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any Old Notes tendered hereby are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate copies of this Letter of Transmittal as there are
different registrations of certificates.
When this Letter of Transmittal is signed by the Registered
Holder or holders specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required unless New Notes are to
be issued, or certificates for any untendered principal amount of Old Notes
are to be reissued, to a person other than the Registered Holder.
If this Letter of Transmittal is signed by a person other than
the Registered Holder or holders of any certificate(s) specified herein
such certificate(s) must be endorsed or 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 certificate(s).
If this Letter of Transmittal or a Notice of Guaranteed Delivery
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 so to act must be
submitted.
Except as described below, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be
guaranteed by an Eligible Institution. Signatures on
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this Letter of Transmittal or a notice of withdrawal, as the case may be,
need not be guaranteed if the Old Notes tendered pursuant hereto are
tendered (i) by a Registered Holder of Old Notes who has not completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (ii) for
the account of an Eligible Institution. In the event that signatures on
this Letter of Transmittal or a notice of withdrawal, as the case may be,
are required to be guaranteed, such guarantee must be by a firm which is a
member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States (each
an "Eligible Institution").
Endorsements on certificates for Old Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by an Eligible
Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders should indicate in the applicable box the name
and address to which certificates for New Notes and/or substitute
certificates evidencing Old Notes for the principal amounts 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 employer identification or social security number of
the person named must also be indicated. If no such instructions are
given, any Old Notes not exchanged will be returned to the name and address
of the person signing this Letter of Transmittal.
5. Tax Identification Number and Backup Withholding.
Federal income tax law of the United States requires that a
holder of Old Notes whose Old Notes are accepted for exchange provide the
Company with his correct taxpayer identification number, which, in the case
of a holder who is an individual, is his social security number, or
otherwise establish an exemption from backup withholding. If the Company
is not provided with the correct taxpayer identification number, the
exchanging holder of Old Notes may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, interest on the New Notes
acquired pursuant to the Offer may be subject to backup withholding in an
amount equal to 31% percent of any interest payment. If withholding occurs
and results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each exchanging holder of Old
Notes subject to backup withholding must provide his correct taxpayer
identification number by completing the
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Substitute Form W-9 provided in this Letter of Transmittal, certifying that
the taxpayer identification number provided is correct (or that the
exchanging holder of Old Notes is awaiting a taxpayer identification
number) and that either (a) the exchanging holder has not been notified by
the Internal Revenue Service that such 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 exchanging holder that
such holder is no longer subject to backup withholding.
Certain exchanging holders of Old Notes (including, among
others, all corporations and certain foreign individuals) are not subject
to these backup withholding requirements. A foreign individual and other
exempt holders (e.g., corporations) should certify, in accordance with the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, to such exempt status on the Substitute Form W-9
provided in this Letter of Transmittal.
6. Transfer Taxes.
Holders tendering pursuant to the Offer will not be obligated to
pay brokerage commissions or fees or to pay transfer taxes with respect to
their exchange under the Offer unless the box entitled "Special Issuance
Instructions" in this Letter of Transmittal has been completed, or unless
the securities to be received upon exchange are to be issued to any person
other than the holder of the Old Notes tendered for exchange. The Company
will pay all other charges or expenses in connection with the Offer. If
holders tender Old Notes for exchange and the Offer is not consummated,
certificates representing the Old Notes will be returned to the holders at
the Company's expense.
Except as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the certificate(s)
specified in this Letter of Transmittal.
7. Inadequate Space.
If the space provided herein is inadequate, the aggregate principal
amount of the Old Notes being tendered and the certificate numbers (if
available) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter of
Transmittal.
8. Partial Tenders.
Tenders of Old Notes will be accepted only in integral
multiples of $1,000. If tenders are to be made with respect to less than
the entire principal amount of any Old Notes, fill in the principal amount
of Old Notes which are tendered in column (iv) of the "Description of Old
Notes." In
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the case of partial tenders, new certificates representing the Old Notes in
fully registered form for the remainder of the principal amount of the Old
Notes will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise indicated in the appropriate place on this Letter of
Transmittal, as promptly as practicable after the expiration or termination
of the Offer.
Unless otherwise indicated in column (iv) in the box labeled
"Description of Old Notes," and subject to the terms and conditions of the
Offer, tenders made pursuant to this Letter of Transmittal will be deemed
to have been made with respect to the entire aggregate principal amount
represented by the Old Notes indicated in column (iii) of such box.
9. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes 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.
Requests for assistance or additional copies of the Prospectus
or this Letter of Transmittal may be obtained from Customer Service of
the Exchange Agent at the telephone number set forth below.
Telephone: (800) 548-6565
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