EXHIBIT 99.1
GENESIS HEALTHCARE CORPORATION
LETTER OF TRANSMITTAL
For Tender of
8% Senior Subordinated Notes Due 2013
in exchange for
8% Senior Subordinated Notes Due 2013
which have been registered under the Securities Act of 1933, as amended
Pursuant to the Prospectus Dated June 17, 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JULY 22, 2004, UNLESS EXTENDED.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Regular, Registered or Certified Mail, By Facsimile
Overnight Courier or Hand Delivery (Eligible Institutions Only) To Confirm by Telephone
----------------------------------------- ---------------------------- -----------------------
The Bank of New York (212) 298-1915 (212) 815-3738
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Diane Amoroso
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated June 17, 2004 (the "Prospectus"), of Genesis HealthCare
Corporation, a Pennsylvania corporation (the "Company"), and substantially all
of its subsidiaries, and this Letter of Transmittal (the "Letter"), which
together constitute the Company's offer (the "Exchange Offer") to exchange its
8% Senior Subordinated Notes due 2013 (the "Exchange 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 is a part, for a
like principal amount of the Company's issued and outstanding unregistered 8%
Senior Subordinated Notes due 2013 (the "Initial Notes"), of which $225,000,000
aggregate principal amount is currently outstanding upon the terms and subject
to the conditions set forth in the Prospectus. Capitalized terms not defined
herein shall have the respective meanings ascribed to them in the Prospectus.
For each Initial Note accepted for exchange, the Holder (as defined
below) of such Initial Note will receive an Exchange Note having a principal
amount equal to that of the surrendered Initial Note. The Exchange Notes will
bear interest from the most recent date to which interest has been paid on the
Initial Notes or, if no interest has been paid on the Initial Notes, from
October 28, 2003. Accordingly, registered Holders of Exchange Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accrued from the most
recent date to which interest has been paid under the Initial Notes or, if no
interest has been paid, from October 28, 2003. However, if that record date
occurs prior to completion of the Exchange Offer, then the interest payable on
the first interest payment date following the completion of the Exchange Offer
will be paid to the registered Holders of the Initial Notes on that record date.
Initial Notes accepted for exchange will cease to accrue interest from and after
the date of consummation of the Exchange Offer and will be cancelled. Holders of
Initial Notes whose Initial Notes are accepted for exchange will not receive any
payment in respect of accrued interest on such Initial Notes otherwise payable
on any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
July 22, 2004 (the "Expiration Date") unless extended, in which case the term
"Expiration Date" shall mean the last time and date to which the Exchange Offer
is extended.
This Letter is to be completed by a Holder of Initial Notes if (a)
certificates representing Initial Notes are to be forwarded herewith, (b)
tenders are to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC") pursuant to the
procedures set forth under the caption "The Exchange Offer -- Book-Entry
Transfer" in the Prospectus and an agent's message is not delivered or (c)
tenders are to be made according to the guaranteed delivery procedure set forth
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" in the
Prospectus. Holders of Initial Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Initial Notes into the Exchange Agent's account
at DTC (a "Book-Entry Confirmation") and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Initial Notes according to the guaranteed delivery procedures set forth
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" in the
Prospectus. See Instruction 1.
Tenders by book-entry transfer also may be made by delivering an
agent's message in lieu of this Letter. The term "agent's message" means a
message, transmitted by DTC to, and received by, the Exchange Agent, and forming
a part of a Book-Entry Confirmation, which states that DTC has received an
express acknowledgment from the tendering participant stating that such
participant has received and agrees to be bound by this Letter, and that the
Company may enforce this Letter against such participant.
As used in this Letter, the term "Holder" with respect to the Exchange
Offer means any person in whose name Initial Notes are registered on the books
of the Company or, with respect to interests in global notes held by DTC, any
DTC participant listed in an official DTC proxy.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT. THE METHOD OF DELIVERY OF THIS LETTER, THE INITIAL NOTES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY
THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED,
WITH RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX
BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS
AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND
LETTER SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT (212) 815-3738. SEE
INSTRUCTION 12.
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BOX 1
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TENDER OF INITIAL NOTES
List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the certificate
numbers and principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF INITIAL NOTES TENDERED
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NAME(S) AND ADDRESS(ES) OF AGGREGATE
REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OF INITIAL NOTES**
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
Total:
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* Do not complete if Initial Notes are being tendered by book-entry
transfer.
** A Holder will be deemed to have tendered ALL Initial Notes unless a
lesser amount is specified in this column. See Instruction 2. Initial
Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiples thereof. See Instruction 1.
|_| CHECK HERE IF TENDERED INITIAL NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED INITIAL NOTES 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_________________ Transaction Code Number_______________
By crediting the Initial Notes to the Exchange Agent's account at DTC's
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including transmitting to the
Exchange Agent a computer generated agent's message in which the Holder of
Initial Notes acknowledges and agrees to be bound by the terms of, and makes the
representations and warranties contained in, this Letter, the DTC participant
confirms on behalf of itself and the beneficial owners of such Initial Notes all
provisions of this Letter (including all representations and warranties)
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter to the
Exchange Agent.
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|_| CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_______________________________________
Window Ticket Number (if any)_________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution Which Guaranteed Delivery_________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Name of Tendering Institution_________________________________________
Account Number______________ Transaction Code Number_________________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED INITIAL NOTES FOR
YOUR OWN AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES.
Name (and contact person)_____________________________________________
Address_______________________________________________________________
Telephone Number (including area code)________________________________
IF YOU CHECK THE ABOVE BOX, THE COMPANY WILL INQUIRE WITH YOU FROM
TIME TO TIME AT THE ADDRESS AND TELEPHONE NUMBER PROVIDED ABOVE AND ON
THE SIGNATURE PAGE TO THIS LETTER AS TO WHETHER YOU CONTINUE TO HOLD
EXCHANGE NOTES IN ORDER TO SATISFY ITS OBLIGATION UNDER THE
REGISTRATION RIGHTS AGREEMENT (AS DESCRIBED IN THE PROSPECTUS) TO
KEEP THE REGISTRATION STATEMENT RELATING TO THE EXCHANGE NOTES
CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND CURRENT THROUGH THE
FIRST ANNIVERSARY OF THE CONSUMMATION OF THE EXCHANGE OFFER OR UNTIL
ALL EXCHANGE NOTES HAVE BEEN SOLD, WHICHEVER PERIOD IS SHORTER, IN
ORDER TO PERMIT RESALES OF EXCHANGE NOTES ACQUIRED BY YOU IN
AFTER-MARKET TRANSACTIONS. IF YOU FAIL TO CONFIRM THAT YOU CONTINUE TO
HOLD EXCHANGE NOTES, YOU WILL BE DEEMED TO HAVE SOLD ANY AND ALL
EXCHANGE NOTES AND THE COMPANY WILL NO LONGER KEEP THE REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND CURRENT OR
MAKE THE PROSPECTUS AVAILABLE TO YOU FOR SUCH RESALES.
|_| CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
AT THE ABOVE-LISTED ADDRESS.
If the undersigned is not a broker-dealer, the undersigned represents
that it has not engaged in, does not intend to engage in, and has no arrangement
or understanding with any person to participate in, the distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a copy of a prospectus meeting the requirements of the
Securities Act in connection with any resale of the Exchange Notes; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Initial Notes indicated in Box 1 of this Letter. Subject to, and effective upon,
the acceptance for exchange of the Initial Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Initial Notes as are being
tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Initial Notes, with full power of substitution,
among other things, to cause the Initial Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Initial
Notes, and to acquire the Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that, when the same are accepted for exchange, 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 accepted by the Company. The undersigned hereby further
represents that: (1) any Exchange Notes acquired in exchange for Initial Notes
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, (2) neither the Holder of such Initial Notes nor any such other
person has engaged in, intends to engage in or has any arrangement or
understanding with any person or entity to participate in, the distribution of
such Exchange Notes in violation of the Securities Act, and (3) neither the
Holder of such Initial Notes or any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company.
The undersigned 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 unrelated
third parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Initial Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder 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 such Holders are not
broker-dealers, such Exchange Notes are acquired in the ordinary course of such
Holders' business and such Holders have no arrangement or understanding with any
person to participate in the distribution of such Exchange Notes. However, the
SEC has not considered this 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 this Exchange Offer as in other circumstances. If
the undersigned is not a broker-dealer, then the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes. If any Holder is an affiliate of the Company, or has any
arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely
on the applicable interpretations of the staff of the SEC, (ii) cannot
participate in the Exchange Offer 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
Exchange Notes for its own account in exchange for Initial Notes, it represents
that the Initial Notes to be exchanged for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and that
it has not entered into any arrangement or understanding with the Company or any
"affiliate" of the Company to distribute the Exchange Notes received in the
Exchange Offer and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus
meeting the requirements of the Securities Act, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. A broker-dealer that acquired Initial Notes directly from the Company in a
transaction other than as part of its market-making activities or other trading
activities will not be able to participate in the Exchange Offer.
The undersigned understands and agrees that the Company reserves the
right not to accept tendered Initial Notes from any tendering Holder if the
Company determines, in its sole and absolute discretion, that such acceptance
could result in a violation of applicable securities laws. The undersigned
further agrees that acceptance of any and all validly tendered Initial Notes by
the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement (as described in the Prospectus).
5
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Initial Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter 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. The Exchange Offer is
subject to certain conditions, each of which may be waived in whole or in part
prior to the Expiration Date, as described under the caption "The Exchange Offer
- -- Conditions to the Exchange Offer." The undersigned understands and
acknowledges that as a result of such conditions, the Company may not be
required to accept for exchange, or to issue Exchange Notes in exchange for, any
of the Initial Notes properly tendered hereby. In such event, the tendered
Initial Notes not accepted for exchange will be returned to the undersigned
without cost to the undersigned at the address shown below under the
undersigned's signature(s) unless otherwise indicated in Box 2 below entitled
"Special Issuance Instructions" and/or Box 3 below entitled "Special Delivery
Instructions."
By acceptance of the Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of the happening of any event
which makes a statement in the Prospectus untrue in any material respect or
which requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to each broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended
and supplemented Prospectus to such broker-dealer.
Unless otherwise indicated in Box 2 below entitled "Special Issuance
Instructions," please issue the Exchange Notes (and, if applicable, substitute
certificates representing Initial Notes for any Initial Notes not exchanged) in
the name of the undersigned or, in the case of a book-entry delivery of Initial
Notes, please credit the account indicated above maintained at DTC. Similarly,
unless otherwise indicated under Box 3 below entitled "Special Delivery
Instructions," please deliver the Exchange Notes (and, if applicable, substitute
certificates representing Initial Notes for any Initial Notes not exchanged) to
the undersigned at the address shown above in Box 1 under "Description of
Initial Notes Tendered."
The undersigned acknowledges that the Exchange Offer is subject to the
more detailed terms set forth in the Prospectus and, in the case of any conflict
between the terms of the Prospectus and this Letter, the Prospectus shall
prevail.
THE UNDERSIGNED, BY COMPLETING BOX 1 ENTITLED "TENDER OF INITIAL NOTES"
AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS
SET FORTH IN SUCH BOX.
6
- ------------------------------------------------------------------- -------------------------------------------------------------
BOX 2 BOX 3
- ------------------------------------------------------------------- -------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6) (SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if Initial Notes not exchanged To be completed ONLY if Initial Notes not exchanged
and/or Exchange Notes are to be issued in the name of someone and/or Exchange Notes are to be sent to someone other than
other than the undersigned, or if Initial Notes delivered by the undersigned, or to the undersigned at an address other
book-entry transfer which are not accepted for exchange are to be than shown in Box 1 above.
returned by credit to an account maintained at DTC other
than the account indicated above.
Issue: Mail:
|_| Exchange Notes |_| Exchange Notes
|_| Initial Notes |_| Initial Notes
Name(s) Name(s)
___________________________________________________________________ _____________________________________________________________
(Please Type or Print) (Please Type or Print)
___________________________________________________________________ _____________________________________________________________
Address Address
___________________________________________________________________ _____________________________________________________________
___________________________________________________________________ _____________________________________________________________
___________________________________________________________________ _____________________________________________________________
Taxpayer Identification or Social Security No. Taxpayer Identification or Social Security No.
|_| (Also complete Substitute Form W-9 below)
Credit unexchanged Initial Notes delivered by book-entry
transfer to the DTC account set forth below:
___________________________________________________________________
(DTC Account Number, if applicable)
(Also complete Substitute Form W-9 below)
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7
ALL TENDERING HOLDERS PLEASE SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE)
X
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X
------------------------------------------- -------------------------------
X
------------------------------------------- -------------------------------
(Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory)
Must be signed by the registered Holder(s) of Initial Notes exactly as
the name(s) appear(s) on certificates for Initial Notes or on a security
position listing, or by person(s) authorized to become registered Holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
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, her or its full title
below.
Please type or print name(s) and address(es)
Name(s):________________________________________________________________________
Capacity (full title), if signing in a fiduciary or representative capacity:____
________________________________________________________________________________
Address(es) (including zip code(s)):____________________________________________
________________________________________________________________________________
Telephone Number(s) (including area code):______________________________________
Taxpayer Identification or Social Security No.:_________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Name of Eligible Guarantor Institution:_________________________________________
Authorized Signature: __________________________________________________________
Name and Title of Authorized Signatory:_________________________________________
Address (including zip code(s)):________________________________________________
Telephone Number(s) (including area code):______________________________________
Date: _________________________________________________________________________
IMPORTANT: THIS LETTER (OR A FACSIMILE HEREOF), TOGETHER WITH THE CERTIFICATES
FOR INITIAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS
OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
8
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PAYORS NAME: THE BANK OF NEW YORK
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- ---------------------------------- -------------------------------------------- --------------------------------------
PART 1-- PLEASE PROVIDE YOUR TIN IN THE Social Security Number(s)
BOX AT RIGHT AND CERTIFY BY SIGNING AND OR Employer
DATING BELOW. Identification Number
SUBSTITUTE ----------------------------------------
FORM W-9 -----------------------------------------------------------------------------------
Department of the Treasury PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See
Internal Revenue Service Page 2 of enclosed Guidelines)
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Payor's Request PART 3 -- Certification. -- Under penalty of perjury, I certify that:
for Taxpayer
Identification (1) The number shown on this form is my correct Taxpayer Identification Number (or
Number ("TIN") I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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PART 4 --
Awaiting TIN [_]
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CERTIFICATE INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have
been notified by the IRS that you are currently subject to backup withholding
because of 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 that you are no longer subject to backup
withholding, do not cross out such item (2).
Signature:___________________________________ Date:________________________________
Name: _____________________________________________________________________________
Address:___________________________________________________________________________
City:_________________________________ State:___________________ Zip Code:_________
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM W-9
9
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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 to the Depositary within 60
days, a portion of all reportable payments made to me thereafter will be
withheld until I provide such a number.
- ------------------------------------------ ---------------------------------
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU IN THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INFORMATION.
`
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by Holders of Initial Notes 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 under the
caption "The Exchange Offer -- Book-Entry Transfer" in the Prospectus and an
agent's message is not delivered. Certificates for all physically tendered
Initial Notes, or a Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter (or a facsimile thereof or agent's
message in lieu thereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. Initial Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiples thereof.
Holders who tender their Initial Notes by delivering an agent's message do not
need to submit this Letter.
Holders whose certificates for Initial Notes 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 Initial Notes pursuant to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Guarantor Institution (as defined below), (ii) prior to 5:00
P.M., New York City time, on the Expiration Date, the Exchange Agent must
receive from such Eligible Guarantor Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Company (by facsimile transmission, mail or hand delivery), setting forth
the name and address of the Holder of Initial Notes and the principal amount of
Initial Notes tendered stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Initial
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and any other documents required by this Letter will be deposited by the
Eligible Guarantor Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Initial Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter (or a facsimile thereof or agent's
message in lieu thereof) with any required signature guarantees, and any other
documents required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Initial Notes will be accepted in integral multiples of
$1,000. If less than all of the Initial Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of the Initial Notes to be tendered in Box 1
("Description of Initial Notes Tendered") under "-- Aggregate Principal Amount
of Initial Notes." A reissued certificate representing the balance of
non-tendered Initial Notes will be sent to such tendering Holder, unless
otherwise provided in Box 2 ("Special Issuance Instructions") and/or Box 3
("Special Delivery Instructions") of this Letter promptly after the Expiration
Date. All of the Initial Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered Holder(s) of the Initial
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificate(s) without any change whatsoever. If this
Letter is signed by a participant in DTC, the signature must correspond with the
name as it appears on the security position listing as the owner of the Initial
Notes.
11
If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Initial Notes are registered in different names, it
will be necessary to complete, sign and submit as many separate copies of this
Letter as there are different registrations of Initial Notes.
When this Letter is signed by the registered Holder(s) of the Initial
Notes specified herein and tendered hereby, no endorsements of the tendered
Initial Notes or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered Holder(s), then endorsements of any Initial
Notes transmitted hereby or separate bond powers are required. Signatures on the
Initial Notes or bond powers must be guaranteed by an Eligible Guarantor
Institution.
If this Letter is signed by a person other than the registered
Holder(s) of any Initial Notes specified herein, such Initial Notes must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder(s) appear(s) on the
Initial Notes (or security position listing) and signatures on the Initial Notes
or bond power must be guaranteed by an Eligible Guarantor Institution.
If this Letter 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, must
submit proper evidence satisfactory to the Company of their authority to so act.
ENDORSEMENTS ON INITIAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY
THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM OR OTHER ENTITY IDENTIFIED IN
RULE 17AD-15 UNDER THE EXCHANGE ACT AS AN "ELIGIBLE GUARANTOR INSTITUTION,"
INCLUDING (AS SUCH TERMS ARE DEFINED THEREIN) (I) A BANK, (II) BROKER, DEALER,
MUNICIPAL SECURITIES BROKER OR DEALER OR GOVERNMENT SECURITIES BROKER OR DEALER,
(III) A CREDIT UNION, (IV) A NATIONAL SECURITIES EXCHANGE, REGISTERED SECURITIES
ASSOCIATION OR CLEARING AGENCY, OR (V) A SAVINGS ASSOCIATION THAT IS A
PARTICIPANT IN A SECURITIES TRANSFER ASSOCIATION (EACH, AN "ELIGIBLE GUARANTOR
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION IF THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY POSITION
LISTING AS THE OWNER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED BOX 2
("SPECIAL ISSUANCE INSTRUCTIONS") OR BOX 3 ("SPECIAL DELIVERY INSTRUCTIONS") OF
THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE GUARANTOR INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Initial Notes should indicate in the Box 2
("Special Issuance Instructions") and/or Box 3 ("Special Delivery Instructions")
of this Letter the name and address to which Exchange Notes issued pursuant to
the Exchange Offer and/or substitute certificates evidencing Initial Notes not
exchanged are to be issued or sent, if different from the name or address of the
person signing this Letter. 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 Initial Notes by book-entry transfer may request
that Initial Notes not exchanged be credited to such account maintained at DTC
as such Holder may designate hereon. If no such instructions are given, such
Initial Notes not exchanged will be returned to the name and address of the
person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Initial Notes 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 contained in this Letter, 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 from backup
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withholding, such tendering Holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, the Exchange Agent may be required to
withhold 28 percent of the amount of any reportable payments made after the
exchange to such tendering Holder of Exchange Notes. If withholding results in
an overpayment of taxes, a refund may be obtained.
Exempt Holders of Initial Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt Holders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 and sign, date and return the form to the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If
the tendering Holder of Initial Notes is a nonresident alien or foreign entity
not subject to backup withholding, such Holder must give the Exchange Agent a
completed Form W-8BEN Certificate of Foreign Status.
To prevent backup withholding, each tendering Holder of Initial Notes
must provide its correct TIN by completing the Substitute Form W-9 included with
this Letter, certifying, under penalties of perjury, 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 Initial Notes 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. Failure to provide the information on the
form may subject the Holder to 28 percent federal income tax backup withholding
on all reportable payments to the Holder. If such Holder does not have a TIN,
such Holder should consult the W-9 Guidelines for instructions on applying for a
TIN, apply for a TIN and complete the "Certificate of Awaiting Taxpayer
Identification Number" in the Substitute Form W-9. Making this certification
means that such Holder has already applied for a TIN or that such Holder intends
to apply for one in the near future. If the Exchange Agent is not provided with
a TIN within 60 days, the Exchange Agent will withhold 28 percent of all
reportable payments to the Holder thereafter until a TIN is provided to the
Exchange Agent.
Failure to complete Substitute Form W-9 provided herein may result in
backup withholding at the rate described above on future payments made to you
under the Exchange Notes.
6. TRANSFER TAXES.
The Company will pay or cause to be paid any transfer taxes applicable
to the exchange of Initial Notes pursuant to the Exchange Offer. If, however,
payment is to be made to, or if Exchange Notes and/or substitute Initial Notes
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 the Initial Notes
tendered hereby, or if tendered Initial Notes are registered in the name of any
person other than the undersigned, or if a transfer tax is imposed for any
reason other than the transfer of Initial Notes to the Company 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 Initial Notes specified in this Letter.
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 Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.
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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 Initial Notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
Any Holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.
10. WITHDRAWAL RIGHTS.
Tenders of Initial Notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the Expiration Date. For a withdrawal of a tender
of Initial Notes to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the address on page 1 of this Letter prior to
5:00 P.M., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Initial
Notes to be withdrawn (the "Depositor"), (ii) identify the Initial Notes to be
withdrawn (including certificate number or numbers and the principal amount of
such Initial Notes) and, in the case of a book-entry transfer, the number of the
DTC account to be credited with the withdrawn Initial Notes, (iii) contain a
statement that such Holder is withdrawing his election to have such Initial
Notes exchanged, (iv) be signed by the Depositor in the same manner as the
original signature on this Letter by which such Initial Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to permit the Trustee with respect to the Initial Notes to register the
transfer of such Initial Notes in the name of the person withdrawing the tender
and (v) specify the name in which such Initial Notes are registered, if
different from that of the Depositor. If Initial Notes have been tendered
pursuant to the procedure for book-entry transfer set forth under the caption
"The Exchange Offer -- Book-Entry Transfer" in the Prospectus, any notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawn Initial Notes and otherwise comply with the procedures of
such facility.
All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Initial Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no Exchange Notes will be issued with respect
thereto unless the Initial Notes so withdrawn are validly retendered. Any
Initial Notes that have been tendered for exchange but which are not exchanged
for any reason will be returned to the Holder thereof without cost to such
Holder (or, in the case of Initial Notes tendered by book-entry transfer into
the Exchange Agent's account at DTC pursuant to the book-entry transfer
procedures set forth under the caption "The Exchange Offer -- Book-Entry
Transfer" in the Prospectus, such Initial Notes will be credited to an account
maintained with DTC for the Initial Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Initial Notes may be retendered by following the procedures described
above at any time on or prior to 5:00 P.M., New York City time, on the
Expiration Date.
11. IRREGULARITIES.
The Company will determine, in its sole discretion, all questions as to
the form, validity, eligibility (including time of receipt) and acceptance for
exchange of any tender of Initial Notes, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Initial Notes not properly tendered or to not accept any
particular Initial Notes which acceptance might, in the judgment of the Company
or its counsel, be unlawful. The Company also reserves the absolute right, in
its sole discretion, to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Initial Notes (including the right to waive
the ineligibility of any Holder who seeks to tender Initial Notes in the
Exchange Offer). The interpretation of the terms and conditions of the Exchange
Offer as to any particular Initial Notes (including this Letter and the
instructions thereto) by the Company shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with the tender of
Initial Notes for exchange must be cured within such reasonable period of 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 any defect or
irregularity with respect to any tender of Initial Notes for exchange, nor shall
any of them incur any liability for failure to give such notification.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter, the Notice of Guaranteed
Delivery and other related documents may be directed to the Exchange Agent, at
the address and telephone number indicated on page 1 of this Letter.
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