EXHIBIT 99.1
PEABODY ENERGY CORPORATION
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ITS
6 7/8% SENIOR NOTES DUE 2013
(REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED)
FOR ANY AND ALL OF ITS OUTSTANDING
6 7/8% SENIOR NOTES DUE 2013
PURSUANT TO THE PROSPECTUS DATED JUNE , 2003
THE REGISTERED EXCHANGE OFFER AND WITHDRAWAL PERIOD WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME,
ON , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE")
The Exchange Agent (the "Exchange Agent") for the Exchange Offer is:
US BANK NATIONAL ASSOCIATION
<Table>
By Mail or Overnight Delivery: By Facsimile: By Hand Delivery:
U.S. Bank Trust Center (for Eligible Institutions only) U.S. Bank Trust Center
180 East Fifth Street (651) 244-1537 180 East Fifth Street
St. Paul, MN 55101 Attention: Specialized Finance St. Paul, MN 55101
Attention: Specialized Finance Group Attention: Specialized Finance
Group Confirm by Telephone: Group
(800) 934-6802
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is being furnished by Peabody Energy Corporation
(the "Company") in connection with its offer to exchange its 6 7/8% Senior Notes
due 2013 (the "Restricted Notes"), that were issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
"Act"), under an Indenture dated as of March 21, 2003 (the "Indenture") between
the Company, the Subsidiary Guarantors (as defined therein) and US Bank National
Association, as trustee (the "Trustee"), for a like amount of its newly issued
6 7/8% Senior Notes due 2013 (the "Exchange Notes") that have been registered
under the Act. The Company has prepared and delivered to holders of the
Restricted Notes a Prospectus dated June , 2003 (the "Prospectus"). The
Prospectus, this Letter of Transmittal and the related materials together
constitute the Company's offer (the "Exchange Offer").
For each Restricted Note accepted for exchange, the holder will receive an
Exchange Note having a principal amount equal to that of the surrendered
Restricted Note. The Exchange Notes will bear interest from the most recent date
to which interest has been paid on the Restricted Notes, or if no interest has
been paid, from September 15, 2003. Accordingly, registered holders of Exchange
Notes on the relevant record date for the first interest payment date following
completion of the exchange offer will receive interest accruing from the most
recent date to which interest has been paid or, if no interest has been paid,
from September 15, 2003. Restricted Notes accepted for exchange will cease to
accrue interest from and after the date of completion of the Exchange Offer.
Holders whose Restricted Notes are accepted for
exchange will not receive any payment of interest on the Restricted Notes
otherwise payable on any interest payment date the record date for which occurs
after completion of the exchange offer.
The exchange offer will expire at midnight, New York City time, on
[ ], 2003 (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 of Transmittal is to be completed by a holder (a) if
certificates representing Restricted Notes are to be physically delivered to the
Exchange Agent herewith by the holder, (b) if tender of Restricted Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC") through the DTC Automated Tender Offer Program ("ATOP"),
and an Agent's Message (as defined below) is not delivered as provided in the
next paragraph, or (c) if tenders are to be made according to the guaranteed
delivery procedures set forth in the prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures."
Holders of Restricted Notes who wish to tender but whose certificates are
not immediately available, or who are unable to deliver their certificates (or
confirmation of the book-entry transfer of their Restricted Notes into the
Exchange Agent's account at DTC) and all other documents required hereby to the
Exchange Agent before the Expiration Date, must tender their Restricted Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. See Instructions 1
and 4. Holders of Restricted Notes who are tendering by book-entry transfer to
the Exchange Agent's account at DTC can execute their tender through ATOP. 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 (as defined below) to the Exchange Agent for its acceptance. Delivery of
the Agent's Message by DTC will satisfy the terms of the exchange offer in lieu
of execution and delivery of a Letter of Transmittal by the participant(s)
identified in the Agent's Message. Accordingly, this Letter of Transmittal need
not be completed by a holder tendering through ATOP. As used herein, the term
"Agent's Message" means, with respect to any tendered Restricted Notes, a
message transmitted by DTC to and received by the Exchange Agent and forming
part of a book-entry confirmation, stating that DTC has received an express
acknowledgment from each tendering participant to the effect that, with respect
to those Restricted Notes, the participant has received and agrees to be bound
by this Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against the participant. Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR CERTIFICATES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE
RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, WE RECOMMEND
USING REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR
OVERNIGHT DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE DELIVERY PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
2
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND LETTER OF TRANSMITTAL SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT
(800) 934-6802 OR AT ITS ADDRESS SET FORTH ABOVE.
Holders who wish to tender their Restricted Notes must complete Box 1, Box
2 and Box 4 and must sign this Letter of Transmittal in Box 4.
BOX 1
TENDER OF RESTRICTED NOTES
[ ] CHECK HERE IF CERTIFICATES REPRESENTING THE TENDERED RESTRICTED NOTES ARE
ENCLOSED WITH THIS LETTER OF TRANSMITTAL.
[ ] CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: -------------------------------------------------
Account Number: ----------------------------------------------------------------
Transaction Code Number: -------------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY SENT TO THE EXCHANGE AGENT PRIOR TO THE DATE HEREOF AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): -----------------------------------------------
Window Ticket Number (if any): ------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ---------------------------
Name of Eligible Institution which Guaranteed Delivery: -----------------------
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED RESTRICTED
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
3
List below the Restricted Notes being tendered herewith. If the space
provided is inadequate, list the certificate numbers and principal amounts on a
separately executed schedule and affix the schedule to this Letter of
Transmittal. Tenders of Restricted Notes will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof. No alternative,
conditional or contingent tenders will be accepted.
<Table>
BOX 2
DESCRIPTION OF RESTRICTED NOTES TENDERED
All Tendering Holders of 6 7/8% Senior Notes Due 2013 Complete This Box:
Description of 6 7/8% Senior Notes due 2013
Aggregate
principal amount
Name(s) and address(es) of registered holder(s) Certificate represented by Aggregate
exactly as name(s) appear(s) on number(s) of principal principal amount
Restricted Notes, or on a security position Restricted Notes* certificate(s) tendered**
TOTAL:
* DOES NOT need to be completed if Restricted Notes are tendered by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the entire face amount of all Restricted Notes
represented by tendered certificates. See Instruction 4.
</Table>
If not already printed above, the name(s) and address(es) of the registered
holder(s) should be printed exactly as they appear on the certificate(s)
representing the Restricted Notes tendered hereby or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of those Restricted Notes.
4
BOX 3
SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 2)
- --------------------------------------------------------------------------------
<Table>
Complete the information in the blanks Complete the following only if
below this paragraph ONLY if (1) either (a) certificates for Exchange Notes or for
the Exchange Notes issued in exchange for unexchanged Restricted Notes are to be sent
Restricted Notes tendered hereby, or (b) to someone other that the person named above
Restricted Notes in a principal amount not or to that person at an address other than
tendered or not accepted for exchange, are that shown in Box 2 entitled "Description of
to be issued or reissued in the name of Restricted Notes Tendered."
someone other than the person(s) whose
signature(s) appear(s) within this Letter of
Transmittal or sent to an address different
from that shown in Box 2 entitled
"Description of Restricted Notes Tendered"
within this Letter of Transmittal, or if (2)
either (a) the Exchange Notes that are
delivered by book-entry transfer, or (b) the
Restricted Notes delivered by book-entry
transfer that are not accepted for exchange,
are to be returned by credit to an account
maintained by DTC other than the account
indicated in Box 1 above entitled "Tender of
Restricted Notes."
Issue Exchange Notes or return unexchanged
Restricted Notes to:
Name: Name:
- -------------------------------------------- --------------------------------------------
Address: Address:
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
(Include Zip Code) (Include Zip Code)
- -------------------------------------------- --------------------------------------------
(Tax Identification or Social Security (Tax Identification or Social Security
Number) Number)
(See Substitute Form W-9 herein)
[ ] Credit Exchange Notes or unexchanged
Restricted Notes delivered by book-entry
transfer to the DTC account set forth
below:
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
</Table>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
Ladies and Gentlemen:
The undersigned is a holder of 6 7/8% Senior Notes due 2013 (the
"Restricted Notes") issued by Peabody Energy Corporation (the "Company") under
an Indenture dated as of March 21, 2003 (the "Indenture") between the Company,
the Subsidiary Guarantors (as defined therein) and US Bank National Association,
as trustee (the "Trustee").
The undersigned acknowledges receipt of the Prospectus dated June , 2003
(the "Prospectus") and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange an aggregate principal amount
of up to $650,000,000 of its newly issued 6 7/8% Senior Notes due 2013 (the
"Exchange Notes") that have been registered under the Securities Act of 1933, as
amended (the "Act"), for a like amount of its Restricted Notes that were issued
and sold in a transaction exempt from registration under the Act.
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus, and in accordance with this
Letter of Transmittal, the principal amount of Restricted Notes indicated in Box
2 above entitled "Description of Restricted Notes Tendered" under the column
heading "Aggregate principal amount tendered" (or, if nothing is indicated
therein, with respect to the entire aggregate principal amount represented by
the Restricted Notes described in that table). The undersigned acknowledges and
agrees that Restricted Notes may not be tendered except in accordance with the
procedures set forth in the Prospectus and this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
Restricted Notes tendered herewith in accordance with the terms and subject to
the conditions of the Exchange Offer, the undersigned hereby exchanges, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to all of the Restricted Notes that are being tendered hereby
and that are being accepted for exchange pursuant to the Exchange Offer. By
executing this Letter of Transmittal, subject to and effective upon acceptance
for exchange of the Restricted Notes tendered therewith, the undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to such
Restricted Notes, with full powers of substitution and revocation (such powers
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) present such Restricted Notes and all evidences of transfer and
authenticity to, or transfer ownership of such Restricted Notes on the account
books maintained by DTC to, or upon the order of, the Company, (ii) present such
Restricted Notes for transfer of ownership on the books of the Company and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Restricted Notes, all in accordance with the terms and conditions of the
Exchange Offer.
If the undersigned is not the registered holder of the Restricted Notes
listed in Box 2 above labeled "Description of Restricted Notes Tendered" under
the column heading "Aggregate principal amount tendered" or such registered
holder's legal representative or attorney-in-fact, then in order to validly
consent, the undersigned has obtained a properly completed irrevocable proxy
that authorizes the undersigned (or the undersigned's legal representative or
attorney-in-fact) to deliver a Letter of Transmittal in respect of such
Restricted Notes on behalf of the registered holder thereof, and that proxy is
being delivered with this Letter of Transmittal.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE RESTRICTED
NOTES TENDERED HEREBY, AND THAT WHEN THOSE RESTRICTED NOTES ARE ACCEPTED FOR
EXCHANGE BY THE COMPANY, THE COMPANY WILL ACQUIRE GOOD AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THOSE RESTRICTED NOTES WILL NOT BE SUBJECT TO ANY ADVERSE CLAIMS. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE RESTRICTED NOTES TENDERED
HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE
OFFER.
The undersigned acknowledges and agrees that a tender of Restricted Notes
pursuant to any of the procedures described in the Prospectus and in this Letter
of Transmittal and an acceptance of such Restricted Notes by the Company will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
6
The undersigned understands that the Exchange Offer will expire at
midnight, New York City time, on [ ], 2003, unless extended by the
Company in its sole discretion or earlier terminated (the "Expiration Date").
The name(s) and address(es) of the registered holder(s) of the Restricted
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such Restricted Notes.
The certificate number(s) and the Restricted Notes that the undersigned wishes
to tender should be indicated in the appropriate boxes above.
No authority conferred or agreed to be conferred by this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, trustees
in bankruptcy, personal and legal representatives, successors and assigns of the
undersigned. This tender of Restricted Notes may be withdrawn at any time prior
to the Expiration Date. See "The Exchange Offer -- Withdrawal of Tenders" in the
Prospectus.
The undersigned hereby represents and warrants that: (i) the undersigned is
acquiring the Exchange Notes in the ordinary course of its business; (ii) the
undersigned, if not a broker-dealer, is not engaged in, and does not intend to
engage in, a distribution of the Exchange Notes; (iii) the undersigned has no
arrangement or understanding with any person to participate in the distribution
of the Exchange Notes; and (iv) neither the undersigned nor any other such
person is an affiliate of the Company. By tendering Restricted Notes pursuant to
the Exchange Offer and executing, or otherwise becoming bound by, this letter of
transmittal, a holder of Restricted Notes that is a broker-dealer represents and
agrees, consistent with certain interpretive letters issued by the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the
"Staff") to third parties, that (a) such Restricted Notes held by the broker-
dealer are held only as a nominee or (b) such Restricted Notes were acquired by
such broker-dealer for its own account as a result of market-making activities
or other trading activities and it will deliver the Prospectus (as amended or
supplemented from time to time) meeting the requirements of the Act in
connection with any resale of such Exchange Notes (provided that, by so
acknowledging and by delivering a Prospectus, such broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Act).
The undersigned also acknowledges that this Exchange Offer is being made in
reliance upon interpretations by the Staff, as set forth in no-action letters
issued to third parties, that the Exchange Notes issued in exchange for
Restricted Notes pursuant to the Exchange Offer may be offered for resale,
resold and otherwise transferred by holders thereof (other than any holder that
is an "affiliate" of the Company within the meaning of Rule 405 under the Act),
without compliance with the registration and prospectus delivery provisions of
the Act, provided that such Exchange Notes are acquired in the ordinary course
of such holders' business and the holders have no arrangement with any person to
participate in the distribution of the Exchange Notes. However, the Company has
not obtained a no-action letter specifically for this Exchange Offer, and there
can be no assurance that the Staff would make a similar determination with
respect to the Exchange Offer as in other circumstances. If any holder is an
affiliate of the Company, or is engaged in or intends to engage in or has any
arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, that holder (a) cannot rely
on the applicable interpretations of the Staff and (b) must comply with the
registration and prospectus delivery requirements of the Act in connection with
any resale transaction.
The Company has agreed that, subject to the provisions of the registration
rights agreement among the Company, the Subsidiary Guarantors (as defined
therein) and the Initial Purchasers (as defined therein) dated as of March 21,
2003 (the "Registration Rights Agreement"), the Prospectus, as it may be amended
or supplemented from time to time, may be used by a participating broker-dealer
(as defined below) in connection with resales of Exchange Notes received in
exchange for Restricted Notes, where such Restricted Notes were acquired by such
participating broker-dealer for its own account as a result of market-making
activities or other trading activities, for a period ending one year after the
Expiration Date (subject to extension under certain limited circumstances) or,
if earlier, when all such Exchange Notes have been disposed of by such
participating broker-dealer. In that regard, each broker dealer who acquired
Restricted Notes for its own account as a result of market-making or other
trading activities (a "participating broker-dealer"), by tendering such
Restricted Notes and executing, or otherwise becoming bound by, this Letter of
Transmittal, agrees that, upon receipt of notice from the Company of the
occurrence of any event or the discovery of any fact which makes any statement
contained in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which they
were made,
7
not misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such participating broker-dealer will suspend the
sale of Exchange Notes pursuant to the Prospectus until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the participating
broker-dealer or the Company has given notice that the sale of the Exchange
Notes may be resumed, as the case may be. If the Company gives such notice to
suspend the sale of the Exchange Notes, it shall extend the one year period
referred to above during which participating broker-dealers are entitled to use
the Prospectus in connection with the resale of Exchange Notes by the number of
days during the period from and including the date of the giving of such notice
to and including the date when participating broker-dealers shall have received
copies of the supplemented or amended Prospectus necessary to permit resales of
the Exchange Notes or to and including the date on which the Company has given
notice that the sale of Exchange Notes may be resumed, as the case may be.
Restricted Notes properly tendered and not withdrawn will be accepted as
soon as practicable after the satisfaction or waiver of all conditions to the
Exchange Offer. The undersigned understands that the Company will deliver the
Exchange Notes as promptly as practicable following acceptance of the tendered
Restricted Notes. The Exchange Offer is subject to a number of conditions, as
more particularly set forth in the Prospectus. See "The Exchange
Offer -- Certain Conditions to the Exchange Offer" in the Prospectus. The
undersigned recognizes that as a result of these conditions the Company may not
be required to accept any of the Restricted Notes tendered hereby. In that
event, the Restricted Notes not accepted for exchange will be returned to the
undersigned at the address shown in Box 2, "Description of Restricted Notes
Tendered," unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions."
If any tendered Restricted Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if certificates are submitted for more Restricted Notes
than are tendered or accepted for exchange, certificates for such unaccepted or
non-exchanged Restricted Notes will be returned (or, in the case of Restricted
Notes tendered by book-entry transfer, such Restricted Notes will be credited to
an account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
Unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Restricted Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Notes with respect to Restricted Notes accepted for exchange,
be issued in the name(s) of, and delivered to, the undersigned (and in the case
of Restricted Notes tendered by book-entry transfer, by credit to the account of
DTC indicated therein).
In the event that Box 3, "Special Issuance/Delivery Instructions," is
completed, the undersigned hereby request(s) that any Restricted Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Notes with respect to Restricted Notes accepted for exchange,
be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) therein indicated, or in the case of a book-entry delivery of
Restricted Notes, please credit the account indicated therein maintained at DTC.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance/Delivery Instructions" box to transfer any Restricted Notes
from the names of the registered holder(s) thereof or to issue any Exchange
Notes in the name(s) of anyone other than the name(s) of the registered
holder(s) of the Restricted Notes in respect of which those Exchange Notes are
issued, if the Company does not accept for exchange any of the principal amount
of such Restricted Notes so tendered. The undersigned recognizes that the
undersigned must comply with all of the terms and conditions of the Indenture as
amended or supplemented from time to time in accordance with its terms to
transfer Restricted Notes either not tendered for exchange or not accepted for
exchange from the name of the registered holder(s).
For purposes of the Exchange Offer, the undersigned understands that the
Company will be deemed to have accepted for exchange validly tendered Restricted
Notes (or defectively tendered Restricted Notes with respect to which the
Company has waived the defect) if, as and when the Company gives oral (confirmed
in writing) or written notice thereof to the Exchange Agent.
The undersigned understands that the delivery and surrender of the
Restricted Notes is not effective, and the risk of loss of the Restricted Notes
does not pass to the Company, until receipt by the Exchange Agent of this Letter
of Transmittal, or a facsimile hereof, properly completed and duly executed (or,
in the case of a book-entry transfer, an Agent's Message, if applicable, in lieu
of the Letter of Transmittal), together with all accompanying evidences of
authority and any other required documents in a form satisfactory to the
Company. All questions as to the form of all
8
documents and the validity (including time of receipt) and acceptance of tenders
and withdrawals of Restricted Notes will be determined by the Company in its
sole discretion, which determination shall be final and binding. The undersigned
has completed the appropriate boxes and signed this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ----------------------------------------
Address:
----------------------------------------
(Include Zip Code)
- --------------------------------------------------
Phone Number: ----------------------------------------
Contact Person: ----------------------------------------
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 that will receive Exchange
Notes for its own account in exchange for securities that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such 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 Act.
------------------------------------------------------
9
BOX 4
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF RESTRICTED NOTES REGARDLESS OF
WHETHER RESTRICTED NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders the principal amount of the Restricted Notes listed
in Box 2 above labeled "Description of Restricted Notes Tendered" under the
column heading "Principal Amount Tendered" (or if nothing is indicated therein,
with respect to the entire aggregate principal amount represented by the
Restricted Notes described in that box).
This Letter of Transmittal must be signed by the registered holder(s) exactly as
the name(s) appear(s) on the certificate(s) representing Restricted Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of those Restricted Notes. If signature
is by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, please set forth the full title and see Instruction 2.
SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(SEE GUARANTEE REQUIREMENT BELOW)
Dated:
--------------------------------------------------------------------------
Name(s):
------------------------------------------------------------------------
(Please Print)
Capacity (Full Title):
----------------------------------------------------------
Area Code and Telephone No.:
----------------------------------------------------
Tax Identification or Social Security No.:
--------------------------------------
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 2)
Authorized Signature:
-----------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
(Place Seal Here)
COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantees. Signatures on this Letter of Transmittal must be
guaranteed by a recognized participant in the Securities Exchange Agents
Medallion Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor") (generally, a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States (each, an
"Eligible Institution")), unless (a) the Restricted Notes tendered hereby are
tendered by a registered holder (or by a participant in DTC whose name appears
on a security position listing as the owner of the Restricted Notes) that has
not completed Box 3 entitled "Special Issuance/Delivery Instructions" in this
Letter of Transmittal or (b) the Restricted Notes are tendered for the account
of an eligible institution. If the Restricted Notes are registered in the name
of a person other than the signer of this Letter of Transmittal if Restricted
Notes not accepted for exchange or not tendered are to be returned to a person
other than the registered holder or if Exchange Notes are to be issued to
someone other than the signatory of this Letter of Transmittal, then the
signatures on this Letter of Transmittal accompanying the tendered Restricted
Notes must be guaranteed by a Medallion Signature Guarantor as described above.
See Instruction 2.
2. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If the registered holders of the Restricted Notes tendered hereby
sign this Letter of Transmittal, the signatures must correspond with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a participant
in DTC whose name is shown on a security position listing as the owner of the
Restricted Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Restricted Notes.
If any of the Restricted Notes tendered hereby are registered in the name
of two or more holders, all registered holders must sign this Letter of
Transmittal. If any of the Restricted Notes tendered hereby are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates. If this Letter of Transmittal or any Restricted
Note or instrument of transfer is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, such person should so indicate
when signing, and proper evidence satisfactory to the Company of such person's
authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Restricted Notes tendered hereby, no endorsements of the Restricted Notes or
separate instruments of transfer are required unless payment is to be made, or
Restricted Notes not tendered or exchanged are to be issued to a person other
than the registered holders, in which case signatures on the Restricted Notes or
instruments of transfer must be guaranteed by a Medallion Signature Guarantor.
This Letter of Transmittal and Restricted Notes should be sent only to the
Exchange Agent, and not to the Company or DTC.
If this Letter of Transmittal is signed other than by the registered
holder(s) of the Restricted Notes tendered hereby, such Restricted Notes must be
endorsed or accompanied by appropriate instruments of transfer, and a duly
completed proxy entitling the signer to tender those Restricted Notes on behalf
of the registered holders, in any case signed exactly as the name or names of
the registered holders appear on the Restricted Notes and signatures on those
Restricted Notes or instruments of transfer and proxy are required and must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an eligible institution.
3. Transfer Taxes. Except as set forth in this Instruction 3, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer of
Restricted Notes to it, or to its order, pursuant to the Exchange Offer. If
Exchange Notes are to be issued or delivered to, or if Restricted Notes not
tendered or exchanged are to be registered in the name of, any persons other
than the registered owners, or if tendered Restricted Notes are registered in
the name of any persons other than the persons signing this Letter of
Transmittal, the amount of transfer taxes (whether imposed on the registered
holder or such other person) payable on account of the transfer to such other
person will be billed to the holder unless satisfactory evidence of the payment
of such taxes or exemption therefrom is submitted.
4. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used if (a)
certificates for Restricted Notes are to be physically delivered to the Exchange
Agent herewith, (b) tenders are to be made according to the guaranteed delivery
procedures or (c) tenders are to be made
11
pursuant to the procedures for delivery by book-entry transfer, all as set forth
in the Prospectus. For holders whose Restricted Notes are being delivered by
book-entry transfer, delivery of an Agent's Message by DTC will satisfy the
terms of the Exchange Offer in lieu of execution and delivery of a Letter of
Transmittal by the participant(s) identified in the Agent's Message.
To validly tender Restricted Notes pursuant to the Exchange Offer, either
(a) the Exchange Agent must receive a properly completed and duly executed copy
of this Letter of Transmittal (or facsimile hereof) with any required signature
guarantees, together with either a properly completed and duly executed Notice
of Guaranteed Delivery or certificates for the Restricted Notes, or an Agent's
Message, as the case may be, and any other documents required by this Letter of
Transmittal, or (b) a holder of Restricted Notes must comply with the guaranteed
delivery procedures set forth below.
Holders of Restricted Notes who desire to tender them pursuant to the
Exchange Offer and whose certificates representing the Restricted Notes are not
lost but are not immediately available, or time will not permit all required
documents to reach the Exchange Agent prior to midnight, New York City time, on
the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis, may tender their Restricted Notes pursuant to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures." Pursuant to those procedures, (a)
tender must be made by a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or by a commercial bank or trust company having an office or correspondent in
the United States and, in each instance, that is a participant in the Securities
Transfer Agent Medallion Program ("STAMP") or similar program (an "eligible
institution"), (b) the Exchange Agent must have received from the eligible
institution, prior to midnight, New York City time, on the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery (by mail,
hand delivery or facsimile transmission), and (c) the certificates for all
physically delivered Restricted Notes in proper form for transfer or a
book-entry confirmation, as the case may be, must be received by the Exchange
Agent within three New York Stock Exchange trading days after the date of
execution of the Notice of Guaranteed Delivery, all as provided in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
RESTRICTED NOTES AND OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDER. EXCEPT AS OTHERWISE PROVIDED HEREIN AND IN THE PROSPECTUS,
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF DELIVERY IS BY MAIL, WE RECOMMEND THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE
SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, withdrawal and revocation of Restricted Notes tendered for
exchange will be determined by the Company in its sole discretion, whose
determination will be final and binding. The Company reserves the right to waive
any defects or irregularities in the tender or conditions of the Exchange Offer
as to any particular Restricted Notes. The interpretation of the Company of the
terms and conditions of the Exchange Offer (including these Instructions) will
be final and binding. Unless waived, any defects or irregularities in connection
with tenders must be cured within the time determined by the Company. No
alternative, conditional or contingent tenders will be accepted. Neither the
Company, the Exchange Agent or any other person will be under any duty to give
notice of any defects or irregularities in any tender or will incur any
liability for failure to give any notice. Tenders of Restricted Notes will not
be deemed to have been made until irregularities have been cured or waived. Any
certificates constituting Restricted Notes received by the Exchange Agent that
are not properly tendered or as to which irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
5. Partial Tenders and Withdrawal Rights. Tenders of Restricted Notes
will be accepted only in the principal amount of $1,000 and multiples thereof.
If less than all the Restricted Notes evidenced by any certificate submitted are
to be tendered, fill in the principal amount of Restricted Notes which are to be
tendered in the box entitled "Aggregate principal amount tendered." In such
case, new certificate(s) for the remainder of the Restricted Notes that were
evidenced by your old certificate(s) will only be sent to the holder of the
Restricted Notes, promptly after the Expiration
12
Date. All Restricted Notes represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Restricted notes tendered pursuant to the Exchange Offer may be withdrawn,
as provided below, at any time prior to midnight, New York City time, on the
Expiration Date. For the withdrawal of a tender to be effective, a written,
telegraphic or facsimile transmitted notice of withdrawal must be received by
the Exchange Agent at the address or number set forth above prior to the
Expiration Date. Any notice of withdrawal must (a) specify the name of the
person who tendered the Restricted Notes, (b) identify the Restricted Notes to
be withdrawn, (c) if certificates for Restricted Notes have been delivered to
the exchange agent, specify the name in which the Restricted Notes are
registered, if different from that of the withdrawing holder, (d) if
certificates for Restricted Notes have been delivered or otherwise identified to
the Exchange Agent, then, prior to the release of those certificates, submit the
serial numbers of the particular certificates to be withdrawn, (e) if Restricted
Notes have been tendered using the procedure for book-entry transfer described
above, specify the name and number of the account at DTC to be credited with the
withdrawn restricted notes and otherwise comply with the procedures of that
facility, and (f) be signed in the same manner required by the Letter of
Transmittal by which the Restricted Notes were tendered (including any required
signature guarantees, endorsements and/or powers). All questions as to the
validity, form and eligibility (including time of receipt) of notices of
withdrawal will be determined by the Company, whose determination will be final
and binding on all parties. The Restricted Notes so withdrawn, if any, will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Restricted Notes which have been tendered for exchange but
which are withdrawn will be returned to the holder without cost to the holder as
soon as practicable after withdrawal. Properly withdrawn Restricted Notes may be
retendered on or prior to midnight, New York City time, on the Expiration Date
by following the procedures for tender described in this Letter of Transmittal.
Neither the Company, the Exchange Agent nor any other person will be under any
duty to give notice of any defects or irregularities in any notice of withdrawal
or will incur any liability for failure to give such a notice.
6. Substitute Form W-9. Each tendering holder (or other recipient of any
Exchange Notes) is required to provide the Exchange Agent with a correct
taxpayer identification number ("TIN"), generally the holder's Social Security
or Federal Employer Identification Number, and with certain other information,
on Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the holder (or other person) is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering holder (or other person) to a $50 penalty imposed by the
Internal Revenue Service and 28% federal income tax backup withholding on any
payment. The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder (or other person) has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN by the time of
payment, the Exchange Agent will withhold 30% on all reportable payments, if
any, until a TIN is provided to the Exchange Agent.
7. Inadequate Space. If the space provided in the box captioned
"Description of Restricted Notes Tendered" is inadequate, the certificate
number(s) and/or the principal amount of Restricted Notes and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
8. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Restricted Notes have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificate(s) have been
followed.
9. Requests for Assistance or Additional Copies. Any questions or
requests for assistance or additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at its telephone number set
forth below.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), OF AN AGENT'S
MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
13
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Restricted Notes are
accepted for payment is required to provide the Exchange Agent with the holder's
current TIN on Substitute Form W-9 below, or, alternatively, to establish
another basis for an exemption from backup withholding. If the holder is an
individual, the TIN is his or her Social Security number. If the Exchange Agent
is not provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, any payment made to the
holder or other payee with respect to Restricted Notes exchanged pursuant to the
Exchange Offer or to Exchange Notes may be subject to a 28% back-up withholding
tax.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8BEN or other appropriate Form W-8 (a "Form
W-8"), signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Exchange Agent. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
28% of any payment made to the holder or other payee. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any payment made to a holder or other
payee with respect to Restricted Notes exchanged pursuant to the Exchange Offer
or to Exchange Notes, the holder is required to notify the Exchange Agent of the
holder's current TIN (or the TIN of any other payee) by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that the holder is awaiting a TIN), and that (i) the holder has not been
notified by the Internal Revenue Service that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the Internal Revenue Service has notified the holder that the holder is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g. Social
Security number or Federal Employer Identification Number) of the registered
owner of the Restricted Notes. If the Restricted Notes are registered in more
than one name or are not registered in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
14
- --------------------------------------------------------------------------------
<Table>
BOX 9
PAYER'S NAME: PEABODY ENERGY CORPORATION
- ---------------------------------------------------------------------------------------
SUBSTITUTE -----------------------------------
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR NAME AND TIN IN THE BOX Name
AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
Department of the Treasury ------------------------------------------------------ -----------------------------------
Internal Revenue Service Social Security Number
OR
Payer's Request for Taxpayer PART 2
Identification Number (TIN) -----------------------------------
Certification -- Under penalty of perjury, I certify Employer Identification Number
that:
-----------------------------------
PART 3 --
(1) The number shown on this form is my correct Tax-
payer Identification Number (or I am waiting for a [ ] Awaiting TIN
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, and
(3) I am a U.S. person (including a U.S. resident
alien).
- ----------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
CERTIFICATE INSTRUCTIONS -- You must cross out item (2)
above if you have been notified by the IRS Sign Here that
you are currently subject to backup withholding because of
under-reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were
subject to backup withholding you received another
notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
----------------------------------------------------------
Sign Here The Internal Revenue Service does not require your consent
to any provision of this document other than the
certifications required to avoid backup withholding.
SIGNATURE
----------------------------------------------------------
DATE
----------------------------------------------------------
- --------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF UP TO
28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF 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 either (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment of
all reportable payments made to me will be withheld.
Signature Date , 20
-------------------------------- ---------------------- --
15
In order to tender, a holder should send or deliver a properly completed
and signed Letter of Transmittal, certificates for the Restricted Notes and any
other required documents to the Exchange Agent at the address set forth below or
tender pursuant to DTC's Automated Tender Offer Program. The Exchange Agent for
the Exchange Offer is:
US BANK NATIONAL ASSOCIATION
<Table>
By Mail or Overnight Delivery: By Facsimile: By Hand Delivery:
U.S. Bank Trust Center (for Eligible Institutions only) U.S. Bank Trust Center
180 East Fifth Street (651) 244-1537 180 East Fifth Street
St. Paul, MN 55101 Attention: Specialized Finance Group St. Paul, MN 55101
Attention: Specialized Finance Group Attention: Specialized Finance Group
Confirm by Telephone:
(800) 934-6802
</Table>
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 OF THE INTERNAL REVENUE SERVICE
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification number have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
------------------------------------------------------------------
<Table>
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ---------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if the first
individual on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law
- ---------------------------------------------------------------------
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ---------------------------------------------------------------------
5. Sole proprietorship account The owner(3)
6. A valid trust, estate or pension Legal entity (Do not furnish
trust identifying number of the personal representative
or trustee unless the legal
entity itself is not
designated in the account
title.)(4)
7. Corporate The corporation
8. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school
district, or prison) that
receives agricultural program
payments
</Table>
------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number
will be considered to be that of the first name issued.
Section references are to the Internal Revenue Code.
PURPOSE OF FORM. -- A person who is required to file an information return
with the IRS must get your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt, or contributions you made to an IRA. Use
Form W-9 to give your correct TIN to the requester (the person requesting your
TIN) and, when applicable, (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued), (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee. Giving your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you must
withhold and pay to the IRS 28% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.
If you give the requester your correct TIN, make the proper certifications,
and report all your taxable interest and dividends on your tax return, your
payments will not be subject to backup withholding. Payments you receive will be
subject to backup withholding if:
1. You do not furnish your TIN to the requester; or
2. The IRS tells the requester that you furnished an incorrect TIN; or
3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only); or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only); or
5. You do not certify your TIN. See the Part III Instructions for
exceptions.
Certain payees and payments are exempt from backup withholding and
information reporting. See the Part II Instructions and the separate
Instructions for the Requester of Form W-9.
HOW TO GET A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
If you do not have a TIN, write "Applied For" in the space for the TIN in
Part I, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.
NOTE: Writing "Applied For" on the form means that you have already applied
for a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, you must generally enter the name shown
on your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your name, the last name shown on your social
security card and your new last name.
SOLE PROPRIETOR. -- You must enter your individual name. (Enter either your
SSN or EIN in Part I). You may also enter your business name or "doing business
as" name on the business name line. Enter your name as shown on your social
security card and business name as it was used to apply for your EIN on Form
SS-4.
PART I -- TAXPAYER IDENTIFICATION NUMBER (TIN)
You must enter your TIN in the appropriate box. If you are a sole
proprietor, you may enter your SSN or EIN. Also see the chart on page 16 for
further clarification of name and TIN combinations. If you do not have a TIN,
follow the instructions under How To Get A TIN on page 17.
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester the appropriate completed Form W-8, Certificate of Foreign Status.
PART III -- CERTIFICATION
For a joint account, only the person whose TIN is shown in Part I should
sign.
1. Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts Considered Active During 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. Interest, Dividend, Broker, and Barter Exchange Accounts Opened. After
1983 and Broker Accounts Considered Inactive During 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out Item 2 in the certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You may cross
out Item 2 of the certification.
4. Other Payments. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the requester's trade or
business for rents, royalties, goods (other than bills for merchandise), medical
and health care services, payments to a nonemployee for services (including
attorney and accounting fees), and payments to certain fishing boat crew
members.
5. Mortgage Interest Paid by You, Acquisitions or Abandonment of Secured
Property, Cancellation of Debt, or IRA Contributions. You must give your
correct TIN, but you do not have to sign the certification.
PRIVACY ACT NOTICE
Section 6109 requires you to give your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 28% of
taxable interest, dividend, and certain other payments to a payee who does not
give a TIN to a payer. Certain penalties may also apply.