EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 5.15% SENIOR
NOTES DUE 2015
IN EXCHANGE FOR
5.15% SENIOR NOTES DUE 2015
OF
TOLL BROTHERS FINANCE CORP.
PURSUANT TO THE PROSPECTUS DATED ___________, 2005
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________________, 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE
SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
THE EXCHANGE AGENT IS:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL OR TO CONFIRM BY TELEPHONE
OVERNIGHT DELIVERY: OR FOR INFORMATION CALL: BY HAND:
J.P. Morgan 1-800-275-2048 J.P. Morgan
Trust Company, N.A. Trust Company, N.A.
Issuer Administrative BY FACSIMILE 1st Floor Window
Services (Eligible Institutions Only) 4 New York Plaza
2001 Bryan Street (214) 468-6494 New York, NY
9th Floor
Dallas, Texas 75201
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus dated
_____________, 2005, of Toll Brothers Finance Corp., a Delaware corporation (the
"Company") and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 5.15% Senior Notes due 2015 (the "Exchange
Notes") that have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of its outstanding
5.15% Senior Notes due 2015 ("Old Notes"). Recipients of the prospectus should
read the requirements described in the prospectus with respect to eligibility to
participate in the Exchange Offer. Capitalized terms used but not defined herein
have the meaning given to them in the prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING
ANY BOX BELOW.
This Letter of Transmittal is to be used by a holder of Old Notes:
o if certificates representing tendered Old Notes are to be
forwarded herewith; or
o if a tender is made pursuant to the guaranteed delivery
procedures in the section of the prospectus entitled "The
Exchange Offer-- Procedures for Tendering Old Notes."
1
Holders that are tendering by book-entry transfer to the exchange
agent's account at DTC can execute the tender through ATOP for which the
Exchange Offer will be eligible. DTC participants that are accepting the
Exchange Offer must transmit their acceptance to DTC which will verify the
acceptance and execute a book-entry delivery to the exchange agent's account at
DTC. DTC will then send an agent's message forming part of a book-entry transfer
in which the participant agrees to be bound by the terms of the Letter of
Transmittal (an "Agent's Message") to the exchange agent for its acceptance.
Transmission of the Agent's Message by DTC will satisfy the terms of the
Exchange Offer as to execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message.
In order to properly complete this Letter of Transmittal, a holder of
Old Notes must:
o complete the box entitled "Description of Old Notes Tendered";
o if appropriate, check and complete the boxes relating to
book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions;
o sign the Letter of Transmittal by completing the box entitled
"Sign Here"; and
o complete the Substitute Form W-9.
Each holder of Old Notes should carefully read the detailed
instructions below prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange
and whose Old Notes are not immediately available or who cannot deliver their
Old Notes, this Letter of Transmittal and all other documents required hereby to
the exchange agent or complete the procedures for book-entry transfer on or
prior to the Expiration Date, must tender the Old Notes pursuant to the
guaranteed delivery procedures set forth in the section of prospectus entitled
"The Exchange Offer--Procedures for Tendering Old Notes." See Instruction 2.
Delivery of documents to DTC does not constitute delivery to the exchange agent.
In order to ensure participation in the Exchange Offer, Old Notes must be
properly tendered prior to the Expiration Date.
Holders of Old Notes who wish to tender their Old Notes for exchange
must complete columns (1) through (3) in the box below entitled "Description of
Old Notes Tendered," and sign the box below entitled "Sign Here." If only those
columns are completed, such holder of Old Notes will have tendered for exchange
all Old Notes listed in column (3) below. If the holder of Old Notes wishes to
tender for exchange less than all of such Old Notes, column (4) must be
completed in full. In such case, such holder of Old Notes should refer to
Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided
in the prospectus. During any such extension of the Exchange Offer, all Old
Notes previously tendered and not withdrawn pursuant to the Exchange Offer will
remain subject to such Exchange Offer. The Exchange Offer is scheduled to expire
at 5:00 p.m., New York City time, on ________, 2005, unless extended by the
Company.
2
The undersigned hereby tenders for exchange the Old Notes described in
the box entitled "Description of Old Notes Tendered" below pursuant to the terms
and conditions described in the prospectus and this Letter of Transmittal.
- ----------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED
- ----------------------------------------------------------------------------------------
(1) (2) (3) (4)
AGGREGATE
NAME(S) AND ADDRESS(ES) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF REGISTERED HOLDER(S) NUMBER(S) REPRESENTED BY TENDERED FOR
(PLEASE FILL IN, IF BLANK) CERTIFICATE(S) EXCHANGE(A)
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
TOTAL PRINCIPAL
AMOUNT TENDERED
- ----------------------------------------------------------------------------------------
(A) Unless otherwise indicated in this column, any tendering holder will be
deemed to have tendered the entire principal amount represented by the Old
Notes indicated in the column labeled "Aggregate Principal Amount
Represented by Certificate(s)." See Instruction 5. The minimum permitted
tender is $1,000 in principal amount of Old Notes. All other tenders must
be integral multiples of $1,000.
- --------------------------------------------------------------------------------
/ / 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 AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) ______________________________________
Window Ticket Number (if any) ________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________
Name of Institution that guaranteed delivery _________________________
- --------------------------------------------------------------------------------
3
Only registered holders are entitled to tender their Old Notes for
exchange in the Exchange Offer. Any financial institution that is a participant
in DTC's system and whose name appears on a security position listing as the
record owner of the Old Notes and who wishes to make book-entry delivery of Old
Notes as described above must complete and execute a participant's letter (which
will be distributed to participants by DTC) instructing DTC's nominee to tender
such Old Notes for exchange. Persons who are beneficial owners of Old Notes but
are not registered holders and who seek to tender Old Notes should:
o contact the registered holder of such Old Notes and instruct
such registered holder to tender on his or her behalf;
o obtain and include with this Letter of Transmittal, Old Notes
properly endorsed for transfer by the registered holder or
accompanied by a written instrument of transfer in form
satisfactory to the Company from the registered holder, with
signatures on the endorsement or written instrument of
transfer guaranteed by a bank, broker, dealer, credit union,
savings association, clearing agency or other institution,
each an "eligible institution" that is a member of a
recognized signature guarantee medallion program within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934 (each, an "Eligible Institution"); or
o effect a record transfer of such Old Notes from the registered
holder to such beneficial owner and comply with the
requirements applicable to registered holders for tendering
Old Notes prior to the Expiration Date. See the section
entitled "The Exchange Offer--Procedures for Tendering Old
Notes" in the prospectus.
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the Old Notes indicated
above. Subject to, and effective upon, acceptance for purchase of the Old Notes
tendered herewith, the undersigned hereby sells, assigns, transfers and
exchanges to the Company all right, title and interest in and to all such Old
Notes tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the exchange agent as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the exchange agent
also acts as agent of the Company) with respect to such Old Notes, with full
power of substitution and resubstitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to:
o deliver certificates representing such Old Notes, or transfer
ownership of such Old Notes on the account books maintained by
DTC, together, in each such case, with all accompanying
evidences of transfer and authenticity to the Company;
o present and deliver such Old Notes for transfer on the books
of the Company; and
o receive all benefits or otherwise exercise all rights and
incidents of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim. The
undersigned also warrants that it will, upon request, execute and deliver any
additional documents deemed by the exchange agent or the Company to be necessary
or desirable to complete the exchange, assignment and transfer of tendered Old
Notes or transfer ownership of such Old Notes on the account books maintained by
the book-entry transfer facility. The undersigned further agrees that acceptance
of any and all validly tendered Old 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.
4
By tendering, each holder of Old Notes represents that the Exchange
Notes acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of such Exchange Notes, that such holder is not
an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of
Rule 405 under the Securities Act and that such holder is not engaged in, and
does not intend to engage in, a distribution of the Exchange Notes. Any holder
of Old Notes who is an affiliate of Toll Brothers, Inc. and its subsidiaries or
who tenders Old Notes in the Exchange Offer for the purpose of participating in
a distribution of the Exchange Notes cannot rely on the position of the staff of
the Securities and Exchange Commission (the "Commission") enunciated in its
series of interpretive "no-action" letters with respect to exchange offers and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction.
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
Exchange Notes. If the undersigned is a broker-dealer holding Old Notes that
were acquired for its own account as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
Exchange Notes received in respect of such Old Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus in
connection with the exchange of Old Notes, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
All authority conferred or agreed to be conferred pursuant to 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 personal and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of Transmittal.
The Exchange Offer is subject to certain conditions, each of which may
be waived or modified by the Company, in whole or in part, at any time and from
time to time, as described in the prospectus under the caption "The Exchange
Offer--Certain Conditions to the Exchange Offer." The undersigned recognizes
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 Old Notes
properly tendered hereby. In such event, the tendered Old Notes not accepted for
exchange will be returned to the undersigned without cost to the undersigned at
the address shown below the undersigned's signature(s) unless otherwise
indicated under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below,
please return any certificates representing Old Notes not tendered or not
accepted for exchange in the name(s) of the holder(s) appearing under
"Description of Old Notes Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail any certificates representing Old
Notes not tendered or not accepted for exchange (and accompanying document, as
appropriate) to the address(es) of the holder(s) appearing under "Description of
Old Notes Tendered." In the event that both the "Special Issuance Instructions"
and the "Special Delivery Instructions" are completed, please issue the
certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange in the name(s) of, and return any Old Notes not
tendered or not accepted for exchange to, the person or persons so indicated.
Unless otherwise indicated under "Special Issuance Instructions," in the case of
a book-entry delivery of Old Notes, please credit the account maintained at DTC
with any Old Notes not tendered or not accepted for exchange. The undersigned
recognizes that the Company does not have any obligation pursuant to the Special
Issuance Instructions, to transfer any Old Notes from the name of the holder
thereof if the Company does not accept for exchange any of the Old Notes so
tendered or if such transfer would not be in compliance with any transfer
restrictions applicable to such Old Notes.
5
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if (i) Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be issued in the
name of someone other than the undersigned, or (ii) Old Notes tendered by
book-entry transfer which are not exchanged are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue to:
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Credit Old Notes not exchanged and delivered by book-entry transfer to
the DTC account set forth below:
- --------------------------------------------------------------------------------
(ACCOUNT NUMBER)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail to:
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
6
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S) OF OLD NOTES
Dated:
--------------------------------------------------------------------------
(Must be signed by the registered holder(s) of Old Notes exactly as
name(s) appear(s) on certificate(s) representing the Old Notes or on a security
position listing or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is by
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 6.)
Capacity (Full Title)
----------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s)
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number ( )
------------------------------------------
Tax Identification or Social Security Number
------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 6)
Authorized Signature
-----------------------------------------------------------
Name
---------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title
--------------------------------------------------------------------------
Name of Firm
-------------------------------------------------------------------
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number ( )------------------------------------------
Dated:
--------------------------------------------------------------------------
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
- --------------------------------------------------------------------------------
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need not be
guaranteed if the Old Notes tendered hereby are tendered:
o by the registered holder(s) of Old Notes thereof, unless such
holder has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery
Instructions" above; or
o to the account of a firm that is an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Persons who are beneficial owners of Old
Notes but are not the registered holder(s) and who seek to tender Old Notes for
exchange should:
o contact the registered holder(s) of such Old Notes and
instruct such registered holder(s) to tender on such
beneficial owner's behalf;
o obtain and include with this Letter of Transmittal, Old Notes
properly endorsed for transfer by the registered holder or
accompanied by a written instrument of transfer in form
satisfactory to the Company from the registered holder, with
signatures on the endorsement or written instrument of
transfer guaranteed by an Eligible Institution; or
o effect a record transfer of such Old Notes from the registered
holder(s) to such beneficial owner and comply with the
requirements applicable to registered holder(s) for tendering
Old Notes for exchange prior to the Expiration Date. See
Instruction 6.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES OR
BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES. This Letter of
Transmittal is to be completed by registered holder(s) if certificates
representing Old Notes are to be forwarded herewith. All physically delivered
Old Notes, as well as a properly completed and duly executed Letters of
Transmittal (or manually signed facsimiles thereof) and any other required
documents, must be received by the exchange agent at its address set forth on
the cover of this Letter of Transmittal prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
exchange agent.
The method of delivery of this Letter of Transmittal, Old Notes and all
other required documents to the exchange agent is at the election and risk of
the holder thereof. If such delivery is by mail, it is suggested that holders
use properly insured registered mail, return receipt requested, and that the
mailing be sufficiently in advance of the Expiration Date, to permit delivery to
the exchange agent prior to such date. Except as otherwise provided below, the
delivery will be deemed made when actually received or confirmed by the exchange
agent. This Letter of Transmittal and Old Notes tendered for exchange should be
sent only to the exchange agent, not to the Company.
A holder who desires to tender Old Notes for exchange and who cannot
comply with the procedures set forth herein for tender on a timely basis or
whose Old Notes are not immediately available must comply with the guaranteed
delivery procedures described below.
If holders desire to tender Old Notes for exchange pursuant to the
Exchange Offer and:
o time will not permit this Letter of Transmittal, certificates
representing Old Notes or other required documents to reach
the exchange agent prior to the Expiration Date; or
o the procedures for book-entry transfer cannot be completed
prior to the Expiration Date, such holder may effect a tender
of Old Notes for exchange in accordance with the guaranteed
delivery procedures set forth in the prospectus under the
caption "The Exchange Offer--Procedures for Tendering Old
Notes."
9
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution;
(b) prior to the Expiration Date, the exchange agent must have received
from such Eligible Institution, at one of the addresses of the exchange agent
set forth herein, a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile, mail or hand delivery) substantially in the form
provided by the Company setting forth the name(s) and address(es) of the
registered holder(s) of such Old Notes, the certificate number(s) and the
principal amount of Old Notes being tendered for exchange and stating that the
tender is being made thereby and guaranteeing that, within three (3) business
days after the Expiration Date, a properly completed and duly executed Letter of
Transmittal, or a facsimile thereof, together with certificates representing the
Old Notes (or confirmation of book-entry transfer of such Old Notes into the
exchange agent's account with DTC and an Agent's Message) 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 or a facsimile thereof, properly
completed together with duly executed certificates for all physically delivered
Old Notes in proper form for transfer (or confirmation of book-entry transfer of
such Old Notes into the exchange agent's account with DTC as described above)
and all other required documents must be received by the exchange agent within
three (3) business days after the date of the Notice of Guaranteed Delivery.
All tendering holders, by execution of this Letter of Transmittal,
waive any right to receive any notice of the acceptance of their Old Notes for
exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled "Description of
Old Notes Tendered" above is inadequate, the certificate numbers and principal
amounts of Old Notes tendered should be listed on a separate signed schedule
affixed hereto.
4. WITHDRAWAL OF TENDERS. For a withdrawal to be effective, a written notice of
withdrawal sent by telex, facsimile transmission, or letter must be received by
the exchange agent at the address set forth on the cover of this Letter of
Transmittal before the Expiration Date. To be effective, a notice of withdrawal
must:
o specify the name of the person having tendered the Old Notes
to be withdrawn (the "Depositor");
o identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old
Notes);
o include a statement that such holder is withdrawing his
election to have such Old Notes exchanged;
o be signed by the holder in the same manner as the original
signature on the Letter of Transmittal by which such Old Notes
were tendered or as otherwise described above (including any
required signature guarantees) or be accompanied by documents
of transfer sufficient to have the trustee under the Indenture
register the transfer of such Old Notes into the name of the
person withdrawing the tender; and
o specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor.
The exchange agent will return the properly withdrawn Old Notes
promptly following receipt of notice of withdrawal. If Old Notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility. All questions as to the validity of notices of withdrawals,
including, time of receipt, will be determined by the Company and such
determination will be final and binding on all parties.
10
Any Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder thereof without cost to such holder (or, in the case
of Old Notes tendered by book-entry transfer into the exchange agent's account
at the book-entry transfer facility pursuant to the book-entry transfer
procedures described above, such Old Notes will be credited to an account with
such book-entry transfer facility specified by the holder) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old Notes" in the prospectus at any time prior to the Expiration Date.
5. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER). Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is 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 for exchange in column (4)
of the box entitled "Description of Old Notes Tendered," as more fully described
in the footnote thereto. In the case of a partial tender for exchange, a new
certificate, in fully registered form, for the remainder of the principal amount
of the Old Notes, will be sent to the holders of Old Notes unless otherwise
indicated in the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" above, as soon as practicable after the expiration or
termination of the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the holder(s) of the
Old Notes tendered for exchange hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the 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
tendered Old Notes 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 and any necessary or required documents as there are names
in which certificates are held.
If this Letter of Transmittal or any certificates or powers of attorney
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 proper evidence
satisfactory to the Company of its authority so to act must be submitted, unless
waived by the Company.
If this Letter of Transmittal is signed by the holder(s) of the Old
Notes listed and transmitted hereby, no endorsements of certificates or
instruments of transfer are required unless certificates for Old Notes not
tendered or not accepted for exchange are to be issued or returned in the name
of a person other than for the holder(s) thereof. Signatures on such
certificates must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes, the certificates representing such Old
Notes must be properly endorsed for transfer by the registered holder or be
accompanied by a written instrument of transfer in form satisfactory to the
Company from the registered holder, in either case signed by such registered
holder(s) exactly as the name(s) of the registered holder(s) the Old Notes
appear(s) on the certificates. Signatures on the endorsement or written
instrument of transfer must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company will
pay or cause to be paid any transfer taxes applicable to the exchange of Old
Notes pursuant to the Exchange Offer. However, the transfer taxes will be
payable by the tendering holder if:
o certificates representing Exchange Notes or Old Notes for
principal amounts not tendered or accepted for exchange are to
be delivered to, or are to be issued in the name of, any
person other than the registered holder of the Old Notes
tendered; or
11
o tendered Old Notes are registered in the name of any person
other than the person signing the Letter of Transmittal; or
o a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer.
If satisfactory evidence of the payment of such taxes or exemptions
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange Notes are to be
issued or if any Old Notes not tendered or not accepted for exchange are to be
issued or sent to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Holders of Old Notes
tendering Old Notes by book-entry transfer may request that Old Notes not
accepted for exchange be credited to such account maintained at DTC as such
holder may designate.
9. IRREGULARITIES. All questions as to the forms of all documents and the
validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Old Notes will be determined by the Company, in its sole
discretion, which determination shall be final and binding. Alternative,
conditional or contingent tenders will not be considered valid. The Company
reserves the absolute right to reject any or all tenders of Old Notes that are
not in proper form or the acceptance of which would, in the Company's opinion,
be unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Company's
interpretations of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding. Any
defect or irregularity in connection with tenders of Old Notes must be cured
within such time as the Company determines, unless waived by the Company.
Tenders of Old Notes shall not be deemed to have been made until all defects or
irregularities have been waived by the Company or cured. Neither the Company,
the exchange agent, nor any other person will be under any duty to give notice
of any defects or irregularities in tenders of Old Notes, or will incur any
liability to registered holders of Old Notes for failure to give such notice.
10. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the Company
reserves the right to waive any and all conditions to the Exchange Offer as
described under "The Exchange Offer--Certain Conditions to the Exchange Offer"
in the prospectus, and accept for exchange any Old Notes tendered.
11. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax law
generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not provided
with the correct TIN or an adequate basis for an exemption, such Payee may be
subject to a $50 penalty imposed by the Internal Revenue Service and backup
withholding in an amount equal to 28% of the gross proceeds received pursuant to
the Exchange Offer. If withholding results in an overpayment of taxes, a refund
may be obtained.
To prevent backup withholding, each Payee must provide such Payee's
correct TIN by completing the "Substitute Form W-9" set forth herein, certifying
that the TIN provided is correct (or that such Payee is awaiting a TIN) and
that:
o the Payee is exempt from backup withholding;
o the Payee has not been notified by the Internal Revenue
Service
o that such Payee is subject to backup withholding as a result
of a failure to report all interest or dividends; or
12
o the Internal Revenue Service has notified the Payee that such
Payee is no longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for instructions on applying for a
TIN, write "Applied For" in the space for the TIN in Part 1 of the Substitute
Form W-9, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number set forth herein. If the Payee does not
provide such Payee's TIN to the Payor within 60 days, backup withholding will
begin and continue until such Payee furnishes such Payee's TIN to the Payor.
NOTE: Writing "Applied For" on the form means that the Payee has already applied
for a TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the actual
owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate of
Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Payor.
12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder of Old Notes
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the exchange agent at the address or telephone number set forth on the cover of
this Letter of Transmittal for further instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or for
additional copies of the prospectus, this Letter of Transmittal, the Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be directed to the exchange
agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT--THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR
TENDERED OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS, WITH ANY REQUIRED SIGNATURE
GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
13
PAYOR'S NAME: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE TIN ____________________________
FORM W-9 PROVIDE YOUR TIN IN (SOCIAL SECURITY NUMBER OR
THE BOX AT RIGHT AND EMPLOYER IDENTIFICATION NUMBER)
DEPARTMENT OF CERTIFY BY SIGNING
THE TREASURY AND DATING BELOW
INTERNAL
REVENUE SERVICE
------------------------------------------------------------
PAYOR'S REQUEST Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
FOR TAXPAYER PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)
IDENTIFICATION
NUMBER ("TIN")
AND CERTIFICATION
------------------------------------------------------------
Part 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I
CERTIFY THAT
(1) The number shown on this form is my correct TIN (or I
am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
-----------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT
TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE ___________________ DATE ___________
- --------------------------------------------------------------------------------
You must cross out item (2) of Part 3 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS
NOT BEEN ISSUED TO ME, AND THAT I MAILED OR DELIVERED AN APPLICATION TO RECEIVE
A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE
CENTER OR SOCIAL SECURITY ADMINISTRATIVE OFFICE (OR 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 PAYOR WITHIN 60 DAYS, THE PAYOR IS
REQUIRED TO WITHHOLD 28 PERCENT OF ALL CASH PAYMENTS MADE TO ME THEREAFTER UNTIL
I PROVIDE A NUMBER.
SIGNATURE ______________________ DATE ____________
- --------------------------------------------------------------------------------
14
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHOLDING OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
15