EXHIBIT 99.1
TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION OF THE EXCHANGE OFFER.
ULTRAPETROL (BAHAMAS) LIMITED
LETTER OF TRANSMITTAL
9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014
By Mail, Hand or Overnight Courier: Manufacturers and Traders Trust Company
25 South Charles Street, 16th Floor
Baltimore, MD 21201
Attn: Corporate Trust Administration
Facsimile (for eligible institutions only): Fax: (410) 244-4236
confirm facsimile by telephone ONLY: Ph: (410) 949-3167
Delivery of this instrument to an address other than as set forth above
(or transmission of instructions via a facsimile number other than the one
listed above) will not constitute a valid delivery. The instructions
accompanying this Letter of Transmittal (as defined below) should be read
carefully before this Letter of Transmittal is completed.
HOLDERS OF THE COMPANY'S (AS DEFINED BELOW) OUTSTANDING NOTES ("HOLDERS") WHO
WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES (AS DEFINED BELOW) FOR THEIR
OUTSTANDING NOTES (AS DEFINED BELOW) UNDER THE EXCHANGE OFFER (AS DEFINED BELOW)
MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING NOTES TO THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON [____________, 2005], UNLESS
EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE
"EXPIRATION DATE").
The undersigned acknowledges receipt of the Prospectus dated
[_________, 2005] (the "Prospectus") of Ultrapetrol (Bahamas) Limited (the
"Company") and the attachments thereto, which, together with this Letter of
Transmittal (the "Letter of Transmittal"), constitutes the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 9% First Preferred
Ship Mortgage Notes due 2014 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), under a
Registration Statement of which the Prospectus is a part, for each $1,000
principal amount of its outstanding 9% First Preferred Ship Mortgage Notes due
2014 (the "Outstanding Notes"), of which $180,000,000 in principal amount is
outstanding, upon the terms and conditions set forth in the Prospectus. Other
capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Outstanding Notes are to be physically delivered to
the Exchange Agent herewith by such Holders; or (ii) tender of Outstanding Notes
is to be made according to the guaranteed delivery procedures set forth in the
Prospectus under "Procedures for Tendering Outstanding Notes."
Holders of Outstanding Notes who are financial institutions that are
participants in The Depository Trust Company ("DTC") and whose name appears on a
security position listing maintained by DTC as the owner of Outstanding Notes,
may instead tender by book-entry transfer to the Exchange Agent's account at DTC
pursuant to the procedures set forth in the Prospectus under "Procedures for
Tendering Outstanding Notes" which details the method for tendering through the
DTC Automated Tender Offer Program ("ATOP"). These DTC participants wishing to
participate in the Exchange Offer must transmit their acceptance thereof to DTC,
which will verify the acceptance and execute a book-entry delivery 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
this Letter of Transmittal by the DTC participant identified in the Agent's
Message. Accordingly, this Letter of Transmittal need not be completed by a
Holder tendering through ATOP.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus and this Letter of Transmittal may be directed to the Exchange Agent.
See Instruction 10 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER
THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF
TRANSMITTAL IN ITS ENTIRETY OR TENDER THROUGH ATOP AND HAVE THE EXCHANGE
AGENT RECEIVE AN AGENT'S MESSAGE.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
DESCRIPTION OF 9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014
(OUTSTANDING NOTES)
Name(s) and Address(es) Aggregate Principal Principal Amount
of Registered Holder(s) Certificate Amount Represented Tendered (if less
(Please fill in, if blank) Number(s)* By Certificate(s) than all)**
- -------------------------- ---------- ----------------- -----------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
TOTAL
- ------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holders of Outstanding Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate numbers
and principal amounts on a separate signed schedule and affix the list to
this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount of Outstanding
Notes. All other tenders must be integral multiples of $1,000.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered or not purchased are to be issued in the name of someone other
than the undersigned, or if the Outstanding Notes tendered by book-entry
transfer that are not accepted for purchase or Exchange Notes issued in exchange
for Outstanding Notes accepted for exchange are not to be credited to the
undersigned's account maintained by DTC. Issue certificate(s) to:
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Name:________________________________________________________
(Please Print)
Address:_____________________________________________________
(Include Zip Code)
_____________________________________________________________
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered or not purchased are to be sent to someone other than the
undersigned, or to the undersigned at an address other than shown above. This
section should not be completed if such Outstanding Notes are to be delivered to
DTC for credit to the undersigned's account or to an account specified under
"Special Issuance Instructions." Mail to:
Name:________________________________________________________
(Please Print)
Address:_____________________________________________________
(Include Zip Code)
_____________________________________________________________
(Tax Identification or Social Security No.)
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Delivering Institution: ____________________________________________
Book Entry-DTC Account Number: _____________________________________________
Transaction Code Number: ___________________________________________________
[ ] 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 AND COMPLETE THE FOLLOWING:
Name: ________________________________________________________________
Address: _____________________________________________________________
Page 3
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby irrevocably delivers to the Exchange Agent the number of
Outstanding Notes indicated above. Subject to and effective upon the acceptance
for exchange of the principal amount of Outstanding Notes tendered in accordance
with this Letter of Transmittal, the undersigned sells, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
the Outstanding Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company and as Trustee under the Indenture for the Outstanding Notes and
Exchange Notes) with respect to the tendered Outstanding Notes with full power
of substitution to (i) deliver certificates for such Outstanding Notes to the
Company, or transfer ownership of such Outstanding Notes on the account books
maintained by DTC, and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company, and (ii) present such
Outstanding Notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Outstanding Notes, all in accordance with the terms and subject to the
conditions of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are acquired by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the beneficial owner receiving
such Exchange Notes, whether or not such person is the undersigned, that neither
the beneficial owner nor the undersigned has an arrangement or understanding
with any person to participate in the distribution of such Exchange Notes and
that neither the beneficial owner nor the undersigned is an "affiliate," as
defined in Rule 405 of the Securities Act, of the Company. If the undersigned is
not a broker-dealer the undersigned represents that neither it nor the
beneficial owner is engaged in, or intends to engage in, a distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for the Outstanding Notes 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 Securities Act. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
assignment, transfer and purchase of the Outstanding Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if, the Company has
given written notice thereof to the Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange under
the Exchange Offer for any reason, certificates for any such unaccepted
Outstanding Notes will be returned (except with respect to tenders made through
book-entry with DTC), without expense, to the undersigned at the address shown
below or at a different address as may be indicated in the "Special Delivery
Instructions" promptly after the expiration or termination of the Exchange Offer
in accordance with Rule 14(e)-1(c) of the Securities and Exchange Act of 1934,
as amended.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned, if an
individual, or the dissolution of the undersigned and every obligation of the
undersigned, if other than an individual, under this Letter of Transmittal shall
be binding upon the undersigned's heirs, personal representatives, successors
and assigns, trustees in bankruptcy and other legal representatives.
The undersigned understands that tenders of Outstanding Notes under the
procedures described under the caption "Procedures for Tendering Outstanding
Notes" in the Prospectus and in the instructions hereto will constitute a
Page 4
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please return any Outstanding Notes not exchanged to the undersigned (or in the
case of the Outstanding Notes tendered by DTC, by credit to the undersigned's
account at DTC (or if the undersigned does not have such an account, to the DTC
participant's account). Unless otherwise indicated under "Special Issuance
Instructions," please credit the Exchange Notes issued in exchange for the
Outstanding Notes accepted for exchange by credit to the undersigned's account
at DTC (or if the undersigned does not have such an account, to the DTC
participant's account). The undersigned recognizes that Exchange Notes will be
issued to DTC and registered in the name of Cede & Co., Euroclear Bank S.A./N.V.
and/or Clearstream Banking, societe anonyme, as nominee(s) of DTC. Unless
otherwise indicated under "Special Delivery Instructions," please send any
certificates for Outstanding Notes not exchanged and accompanying documents, as
appropriate to the undersigned at the address shown below the undersigned's
signature(s), unless tender is being made through DTC. The undersigned
recognizes that the Company has no obligation under the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Outstanding
Notes from the name of the registered Holders(s) thereof if the Company does not
accept for exchange any of the Outstanding Notes so tendered.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available or (ii) who cannot deliver their
Outstanding Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or who cannot complete the procedure for
book-entry transfer, prior to the Expiration Date, may tender their Outstanding
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "Procedures for Tendering Outstanding Notes." See
Instruction 1 regarding the completion of the Letter of Transmittal printed
below.
Page 5
PLEASE SIGN HERE IF
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X________________________________
Date:
X________________________________
Signature(s) of Registered Holder(s) Date:
or Authorized Signatory
Area Code and Telephone Number: _______________________________
The above lines must be signed by the registered Holder(s) of
Outstanding Notes as their name(s) appear(s) on the Outstanding Notes or, if the
Outstanding Notes are delivered by a participant in DTC, as such participant's
name appears on a security position listing maintained by DTC as the owner of
Outstanding Notes, or by person(s) authorized to become registered Holder(s) by
a properly completed Assignment from the registered Holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Outstanding Notes to
which this Letter of Transmittal relates are held of record by two or more joint
Holders, then all such Holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact
or other person acting in a fiduciary capacity, such person must (i) set forth
his or her full title below and (ii) unless waived by the Company and the
Exchange Agent, submit evidence satisfactory to the Company and the Exchange
Agent of such person's authority so to act. See Instruction 4 regarding the
completion of this Letter of Transmittal below.
Name(s):_______________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
_______________________________________________________________________________
(Authorized Signature)
_______________________________________________________________________________
(Title)
_______________________________________________________________________________
(Name of Firm)
Date:_______________, 2005
Page 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Outstanding Notes. The
Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange
Agent's account at DTC of all Outstanding Notes delivered electronically), a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof or an Agent's Message (if tender is through ATOP) and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City
time, on the Expiration Date. The method of delivery of the tendered Outstanding
Notes, this Letter of Transmittal and all other required documents to the
Exchange Agent is at the election and risk of the Holder and, except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent. Instead of delivery by mail, it is recommended
that the Holder use an overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure timely delivery. No Letter of
Transmittal or Outstanding Notes should be sent to the Company.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, or (ii) who cannot deliver
their Outstanding Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent, or who cannot complete the procedure for
book-entry transfer, prior to 5:00 P.M., New York City time, on the Expiration
Date, must tender the Outstanding Notes according to the guaranteed delivery
procedures set forth in the Prospectus. Under such procedures: (i) such tender
must be made by or through a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
of the Securities Exchange Act of 1934, as amended (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the Holder of the Outstanding Notes, the
certificate number or numbers of such Outstanding Notes and the principal amount
of Outstanding Notes tendered, stating that the tender is being made thereunder
and guaranteeing that, within three New York Stock Exchange trading days after
Page 7
the Expiration Date, this Letter of Transmittal or facsimile hereof together
with the certificate(s) representing the Outstanding Notes (or a confirmation of
electronic delivery of book-entry delivery into the Exchange Agent's account at
DTC), must be received by the Exchange Agent, all as provided in the Prospectus.
Any Holder of Outstanding Notes who wishes to tender his or her Outstanding
Notes under the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
P.M., New York City time, on the Expiration Date. Upon request to the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above.
All questions as to the validity, eligibility (including time of
receipt) and acceptance of tendered Outstanding Notes will be determined by the
Company and the Exchange Agent in their sole discretion, which determination
will be final and binding. The Company and the Exchange Agent reserve the
absolute right to reject any and all Outstanding Notes not properly tendered or
any Outstanding Notes delivered to the Exchange Agent, receipt of which would,
in the opinion of counsel for the Company or the Exchange Agent, be unlawful.
The Company and the Exchange Agent also reserve the right to waive any defects
or irregularities or conditions of the Exchange Offer and/or any procedures with
respect to tenders of Outstanding Notes. The interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) by the Company and the Exchange Agent shall be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
deliveries of Outstanding Notes must be cured within such time as the Company
and the Exchange Agent shall determine. Although the Company intends to request
the Exchange Agent notify Holders of defects or irregularities with respect to
tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes, nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Outstanding Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived, will be returned by the Exchange
Agent to the related Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable.
2. Tender by Holder. Any beneficial holder of Outstanding Notes who is
not the registered Holder and who wishes to tender should arrange with the
registered Holder or DTC participant whose name appears on a security position
listing maintained by DTC or the owner of the Outstanding Notes to tender
through ATOP or execute and deliver this Letter of Transmittal on his or her
behalf or must, and prior to completing and executing this Letter of Transmittal
and delivering his or her Outstanding Notes, either make appropriate
arrangements to register ownership of the Outstanding Notes in such holder's
name or obtain a properly completed bond power from the registered Holder.
3. Partial Tender. Tenders of Outstanding Notes will be accepted only
in multiples of $1,000. If less than the entire principal amount of any
Outstanding Notes is tendered, the tendering Holder should fill in principal
amount tendered in the fourth column under the heading "Principal Amount
Tendered (if less than all)" of the box entitled "Description of 9% First
Preferred Ship Mortgage Notes due 2014 (Outstanding Notes)" above. The entire
principal amount of Outstanding Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. Exchange Notes will be
issued in the form of one or more global notes issued to DTC and registered in
the name of Cede & Co., Euroclear Bank S.A./N.V. and/or Clearstream Banking,
societe anonyme, as nominee(s) of DTC.
4. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signature. If this Letter of Transmittal or facsimile
Page 8
hereof is signed by the record Holder(s) of the Outstanding Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the Outstanding Notes or, if the Outstanding Notes are tendered by a participant
in DTC, as such participant's name appears on a security position listing
maintained by DTC listing as the owner of the Outstanding Notes, without
alteration, enlargement or any change whatsoever.
If a Holder other than DTC is tendering Outstanding Notes in exchange
for Exchange Notes, such Holder must either properly endorse the Outstanding
Notes tendered or transmit a properly completed separate bond power with this
Letter of Transmittal, with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered Holder or Holders of any Outstanding Notes
listed, such Outstanding Notes must be endorsed or accompanied by appropriate
bond powers signed as the name of the Registered Holder or Holders appears on
the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by trustees, executors, administrators
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons would so indicate when
signing, and, unless waived by the Company, must submit evidence satisfactory to
the Company of their authority so to act with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required
by this Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise instructed below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if: (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Outstanding
Notes tendered herewith (including any participant in DTC whose name appears on
a security position listing maintained by DTC as the owner of Outstanding Notes)
and such person(s) has (have) not completed the box set forth herein entitled
"Special Issuance Instructions" or the box set forth herein entitled "Special
Delivery Instructions" or (ii) such Outstanding Notes are tendered for the
account of an Eligible Institution.
5. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of
Outstanding Notes through DTC, if different from DTC). In the case of issuance
in a different name, the taxpayer identification or social security number of
the person named must also be indicated.
6. Tax Identification Number. United States federal income tax law
requires that a Holder whose Outstanding Notes are accepted for exchange must
provide the Company (as payer) with such Holder's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Holder who is an
individual, is his or her social security number. If the Company is not provided
with the correct TIN or an adequate basis for exemption, such Holder may be
subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"),
and payments made with respect to Outstanding Notes exchanged may be subject to
backup withholding at the applicable rate. If withholding results in an
overpayment of taxes, a refund may be obtained. Exempt Holders are not subject
to these backup (including, among others, all corporations and certain foreign
individuals) withholding and reporting requirements. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9."
Page 9
To prevent backup withholding, each exchanging Holder that is a U.S.
person must provide such Holder's correct TIN by completing the Substitute Form
W-9 enclosed herewith, certifying that the TIN provided is correct (or that such
Holder is awaiting a TIN) and that (i) the Holder is exempt from backup
withholding, (ii) the Holder has not been notified by the IRS that such Holder
is subject to backup withholding as a result of a failure to report all interest
or dividends, or (iii) the IRS has notified the Holder that such Holder is no
longer subject to backup withholding. In order to satisfy the Company that a
foreign individual qualifies as an exempt recipient, such Holder must submit a
statement signed under penalty of perjury attesting to such exempt status. Such
statements may be obtained from the Company. If the Outstanding Notes are in
more than one name or are not in the name of the actual owner, consult the
Substitute Form W-9 for information on which TIN to report. If you do not
provide your TIN to the Company within 10 days, backup withholding will begin
and continue until you furnish your TIN to the Company.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes. If, however, certificates
representing Exchange Notes are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered Holder of the
Outstanding Notes tendered hereby, or if tendered Outstanding Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Exchange Notes for Outstanding Notes under the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered Holder
or on any other persons) will be payable by the tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter
of Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions of the Exchange Offer in the case of
any Outstanding Notes tendered. Any waiver of a defect or irregularity of a note
or of a term of the Exchange Offer will be applicable to all Outstanding Notes.
9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any
delivering Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should write to the Trustee at the following address: Manufacturers
and Traders Trust Company, Corporate Trust Administration, 25 South Charles
Street, 16th Floor, Baltimore, Maryland 21201 requesting that a replacement Note
be issued.
10. Requests for Assistance or Additional Copies. Questions and
requests for assistance and requests for additional copies of this Letter of
Transmittal may be directed to the Exchange Agent at the address specified on
the front of this Letter of Transmittal. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
Page 10
(DO NOT WRITE IN SPACE BELOW)
Certificate Outstanding Notes Outstanding Notes
Surrendered Tendered Accepted
- ----------- -------- --------
Delivery Prepared by ____________ Checked by ___________ Date _____________
Page 11
PAYER'S NAME:
SUBSTITUTE Name (if joint names, list first and circle
the name of the persons or entity whose FORM
W-9 number you enter in Part I below. See
instructions if your name has changed).
Address
City, State and Zip code
List account number(s) here (optional)
Department of the
Treasury Internal Part 1--PLEASE PROVIDE YOUR TAXPAYER Social security
Revenue Service IDENTIFICATION NUMBER ("TIN") IN THE number or TIN
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW.
Part 2--Check the box if you are NOT subject
to backup withholding under the provisions of
section 3408(a)(1)(C) of the Internal Revenue
Code because (1) you have not been notified
that you are subject to backup withholding as
a result of failure to report all interest or
dividends or (2) the Internal Revenue Service
has notified you that you are no longer subject
to backup withholding.
Payer's Request CERTIFICATION- UNDER THE PENALTIES OF PART 3
for TIN PERJURY, I CERTIFY THAT THE INFORMATION AWAITING
PROVIDED ON THIS FORM IS TRUE, CORRECT
AND COMPLETE.
Signature:_____________________________ Date:_________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING ON ANY DISTRIBUTION PAYMENTS MADE TO YOU BY THE COMPANY.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Page 12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
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 numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
Give the SOCIAL SECURITY
For this type of account number of
- ------------------------ ---------
1. An individual's The individual
account
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, any one of the
individuals(1)
3. Husband and wife The actual owner of the
(joint account) account or, if joint funds,
either person(1)
4. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
5. Adult and minor The adult or, if the minor
(joint account) is the only contributor,
the minor(1)
6. Account in the name The ward, minor or
of guardian or incompetent person(3)
committee for a
designated ward,
minor, or incompetent
person
7. (a) The usual revocable The grantor-trustee
savings trust
account (grantor is
also trustee)
(b) So-called trust The actual owner(1)
account that is
not a legal or
valid trust under
State law
8. Sole proprietorship The owner(4)
account
Give the EMPLOYER
IDENTIFICATION
For this type of account number of
- ------------------------ ---------
9. A valid trust, The legal entity (Do not
estate, or pension furnish the identifying
trust number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title.(5)
10. Corporate account The corporation
11. Religious, The organization
charitable or
educational
organization account
12. Partnership account The partnership
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held in the name of
the business
13. Association, club, The organization
or other tax-exempt
organization
14. A broker or The broker or nominee
registered nominee
15. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that received
agricultural program
payments
- ------------------------
(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) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) 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 listed.
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Obtaining a Number
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number. Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an
individual retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- An international organization or any agency, or
instrumentality thereof.
- A registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
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- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1).
- An entity registered at all times under the Investment Company
Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under
Section 1441.
- Payments to partnerships not engaged in a trade or business in
the U.S. and which have at least one nonresidential partner.
- Payments of patronage dividends where the amount received is
not paid in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding
include the following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if the interest
if $600 or more and is paid in the course of the payer's trade
or business and you have not provided your correct taxpayer
identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest
dividends under Section 852).
- Payments described in section 6049(b)(5) to non-resident
aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under sections 6041,
6041(a), 6045 and 6050A.
Privacy Act Notice--Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Beginning January 1, 1994, payers must generally withhold 20% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number--If you fail
to furnish your taxpayer identification number to a payer, 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.
(2) Failure to Report Certain Dividend and Interest Payments--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 5% on any portion of
an underpayment attributable to that failure unless there is clear and
convincing evidence to the contrary.
(3) Civil Penalty for False Information With Respect to Withholding--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information--Falsifying certificates or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
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