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EXHIBIT 99.1
LETTER OF TRANSMITTAL
UNITED REFINING COMPANY
(A PENNSYLVANIA CORPORATION)
OFFER TO EXCHANGE ITS
10 3/4 % SERIES B SENIOR NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 FOR ALL OF ITS OUTSTANDING 10 3/4%
SERIES A SENIOR NOTES DUE 2007
PURSUANT TO THE PROSPECTUS DATED , 1997
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , UNLESS EXTENDED
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To: IBJ Schroder Bank & Trust Company, as Exchange Agent
By Registered or Certified Mail:
IBJ Schroder Bank & Trust Company
P. O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization Operations Department
By Overnight Courier or By Hand:
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention: Securities Processing Window, Subcellar One (SC-1)
By Facsimile: (212) 858-2611
Confirm by Telephone: (212) 858-2103
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received the Prospectus
dated , 1997 (the "Prospectus") of United Refining Company, a
Pennsylvania corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together
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constitute the Company's offer (the "Exchange Offer") to exchange up to
$200,000,000 in aggregate principal amount of the Company's 10 3/4% Series B
Senior Notes due 2007 which have been registered under the Securities Act of
1933, as amended (the "Securities Act") pursuant to a Registration Statement of
which the Prospectus is a part (the "New Notes"), for a like principal amount of
the Company's outstanding 10 3/4% Series A Senior Notes due 2007 (the "Original
Notes") of which $200,000,000 principal amount is outstanding. The term
"Expiration Date" shall mean 5:00 p.m. New York City time on , 1997, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case the
term "Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended. Capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
The Letter of Transmittal is to be used by holders of Original Notes
whether (i) certificates representing the Original Notes are to be physically
delivered herewith, (ii) the guaranteed delivery procedures described in the
Prospectus are to be utilized, or (iii) tenders are to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company, New York, New York ("DTC" or the "Book-Entry Transfer Facility"),
pursuant to the procedures set forth in the Prospectus. Delivery of documents to
DTC does not constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "Holder" with respect
to the Exchange Offer means any person in whose name Original Notes are
registered on the books of the Company or the Note Registrar or any other person
who has obtained a properly completed bond power from the registered holder or
any person whose Original Notes are held of record by the Book-Entry Transfer
Facility who desires to deliver such Original Notes by book-entry transfer at
the Book-Entry Transfer Facility. The undersigned has completed, executed and
delivered this Letter of Transmittal to indicate the action the undersigned
desires to take with respect to the Exchange Offer. Holders who wish to tender
their Original Notes must complete this Letter of Transmittal in its entirety.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX BELOW.
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DESCRIPTION OF 10 3/4% SERIES A SENIOR NOTES DUE 2007
(THE ORIGINAL NOTES)
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Principal Amount
Aggregate Tendered
Principal Amount (must be in Integral
Name and Address of Registered Holder(s) Certificate Represented by Multiples
(Please fill in, if blank) Number(s)(1) Certificate(s)(1) of $1,000)(2)
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Total
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(1) Need not be completed by Holders tendering by book-entry transfer.
(2) Unless otherwise indicated in the column labeled "Principal Amount
Tendered," any tendering Holder will be deemed to have tendered the
full aggregate amount represented by such Original Notes.
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Holders of Original Notes who wish to tender and whose Original Notes
are not immediately available or who cannot deliver their Original Notes and all
other documents required hereby to the Exchange Agent prior to the Expiration
Date or whose Original Note(s) cannot be delivered on a timely basis pursuant to
the rules for book-entry transfer may tender Original Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering." See Instruction below.
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:________________________________________
Account Number:_______________________________________________________
Transaction Code Number:______________________________________________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):_________________________________________
Name of Eligible Institution that guaranteed delivery:________________
Account Number (if delivered by book-entry transfer):_________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENT OR SUPPLEMENT
TO THE PROSPECTUS.
Name:_________________________________________________________________
Address:______________________________________________________________
______________________________________________________________________
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SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Original Notes in a principal
amount not tendered, or New Notes issued in exchange for Original Notes accepted
for exchange, are to be issued in the name of someone other than the undersigned
or if Original Notes tendered by book-entry transfer which are not exchanged
and/or any New Notes are to be returned by credit to an account maintained by
DTC other than the account designated above.
Issue certificate(s) to:
DTC Account Number:____________________________________________________________
Name:__________________________________________________________________________
(Please Print)
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Tax Identification or Social Security No.)
SPECIAL REGISTRATION
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Original Notes in a principal
amount not tendered, or New Notes issued in exchange for Original Notes accepted
for exchange, are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver certificate(s) to:
Name:__________________________________________________________________________
(Please Print)
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Tax Identification or Social Security No.)
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Original Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Original Notes tendered in accordance with this Letter
of Transmittal, the undersigned exchanges, assigns and transfers to, or upon the
order of, the Company, all right, title and interest in and to the Original
Notes tendered hereby and accepted for exchange pursuant to the Exchange Offer.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
its, his or her agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Original Notes with full power of substitution to (i) deliver
certificates for such Original Notes to the Company or its agent or transfer
ownership of such Original Notes on the account books maintained by DTC,
together in either such case with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company or its agent or transfer
ownership of such Original Notes on the account books maintained by DTC,
together in either such case with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the New Notes and (ii) present such
Original Notes for cancellation and transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Original Notes, all in accordance with the terms of the Exchange offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT, HE OR SHE HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE ORIGINAL 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 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 EXCHANGE OF THE ORIGINAL NOTES TENDERED
HEREBY.
The undersigned also acknowledges that the Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") that the New Notes issued in exchange for the
Original Notes pursuant to the Exchange Offer may be offered for resale, resold
or otherwise transferred by Holders thereof (other than any Holder that is an
affiliate of the Company within the meaning of Rule 405 of the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such New Notes are acquired in the ordinary
course of such Holders' business and such Holders have no arrangements with any
person to participate in the distribution of the New Notes. If the undersigned
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is not a broker-dealer or is a broker-dealer but will not receive New Notes for
its own account in exchange for Original Notes, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Original 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 New Notes,
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
By acceptance of the Exchange Offer, each broker-dealer that receives
new Notes pursuant to the Exchange Offer hereby acknowledges and agrees that,
upon receipt of notice by the Company of the happening of any event which makes
any statement in the Prospectus untrue in any material respect or which requires
the making of any changes in the Prospectus in order to make the Statements
therein not misleading (which notice the Company agrees to deliver promptly to
such broker-dealer), such broker-dealer will suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
Prospectus to such broker-dealer.
The undersigned represents that (i) the New Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of such Holder's
business, (ii) such Holder has not arrangement with any other person to
participate in the distribution of such New Notes and (iii) such Holder is not
an "affiliate" of the Company as defined under Rule 405 of the Securities Act,
or if such Holder is an affiliate, that such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable.
The undersigned understands that, upon acceptance by the Company of the
Original Notes tendered under the Exchange Offer, the undersigned will be deemed
to have accepted the New Notes and will be deemed to have relinquished all
rights with respect to the Original Notes so accepted.
The undersigned understands that the Company may accept the
undersigned's tender at any time on or after the Expiration Date by delivering
oral or written notice of acceptance to the Exchange Agent. Tenders of Original
Notes may be withdrawn at any time prior to the Expiration Date, unless
theretofore accepted for exchange as provided in the Exchange Offer.
The undersigned understands that the Company reserves the right, at any
time and from time to time, in its sole discretion (subject to its obligation
under the Registration Rights Agreement) (i) to delay accepting any Original
Notes or to delay the issuance and exchange of New Notes for Original Notes, to
extend the Exchange Offer, or if any of the conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer" shall not have
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been satisfied, to terminate the Exchange Offer, by giving oral or written
notice of such delay, extension or termination of the Exchange Agent or (ii) to
amend the terms of the Exchange Offer in any manner.
If any tendered Original Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Original Notes will be returned, without expense to the tendering Holder
thereon, to the undersigned at the address shown below or at a different address
as may be indicated herein under "Special Delivery Instructions" (or, in the
case of Original Notes tendered by book-entry transfer, such Original Notes will
be credited to the account of such Holder maintained at the Book-Entry Transfer
Facility) as promptly as practicable after the expiration or termination of the
Exchange Offer.
All authority conferred or aimed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Original Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. Any tender of Original Notes
pursuant to this Letter of Transmittal may be withdrawn only in accordance with
the applicable procedures set forth in the Prospectus.
The New Notes exchanged for the tendered Original Notes will be issued
to the undersigned and mailed to the address (or credited) to the account
maintained at the Book-Entry Transfer Facility above unless otherwise indicated
under the "Special Registration Instructions" or the "Special Delivery
Instructions" above.
The undersigned understands that the Company has no obligation pursuant
to the "Special Registration Instructions" or "Special Delivery Instructions" to
transfer any Original Notes from the name of the registered Holder(s) thereof if
the Company does not accept for exchange any of the Original Notes so tendered.
Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their Original
Notes (or complete the procedures for book-entry transfer), this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date may tender their Original Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures". See Instruction 1
printed below regarding the completion of this Letter of Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
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_________________________________________ ___________________________________
Date
_________________________________________ ___________________________________
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) as their
name(s) appear(s) on the Original Notes or on a security position listing at the
Book-Entry Transfer Facility as the owner of the Original Notes or by person(s)
authorized to become registered Holder(s), a copy of which must transmitted with
this Letter of Transmittal. If Original Notes to which this Letter of
Transmittal relate are held of record by two or more joint Holders, then all
such Holders must sign this Letter of Transmittal. If required by Instruction 4
hereto, the signatures on the above lines must be guaranteed by an Eligible
Institution.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or a corporation or other person acting in a fiduciary
or representative capacity, then such person must (i) set forth his or her full
title below and (ii) unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act with this letter. See
Instruction 4 regarding the completion of this Letter of Transmittal below.
Name(s)________________________________________________________________________
________________________________________________________________________
(Please Print)
Capacity (full title)__________________________________________________________
Address________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. ( )
Tax Identification or
Social Security Nos.___________________________________________________________
Please Complete Substitute Form W-9
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GUARANTEE OF SIGNATURES(S)
Signature(s) must be guaranteed if required by Instruction 4
Authorized Signature
Dated:_________________________, 1997
Name and Title_________________________________________________________________
(Please Print)
Name of Firm___________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES OR
BOOK-ENTRY CONFIRMATIONS. Certificates for all physically tendered Original
Notes, or confirmation of a book-entry transfer into the exchange Agent's
account at the Book-Entry Transfer Facility of Original Notes tendered
electronically, together in each case with a properly completed and duly
executed copy of this Letter of Transmittal and any other documents required by
this Letter of Transmittal or the Prospectus, 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 unless the tendering Holder complies with the guaranteed
delivery procedures described in the following paragraph. The method of delivery
of Original 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, certificates representing Original Notes or any other required
documents should be sent to the Company.
Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available, or (ii) who cannot deliver their Original
Notes (or complete the procedure for book-entry transfer), this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, must tender their Original Notes according to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures; (i) such tender must be made by or through 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, delivery or overnight
courier, setting forth the name and address of the Holder and any certificate
numbers) of such Original Notes and the principal amount of Original Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within five (5) New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with certificate(s)
representing the Original Notes (or, with respect to a book-entry transfer,
confirmation of a book-entry transfer of the Original Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility) and any other required
documents will be deposited by the Eligible Institution with the Exchange Agent;
and (iii) such properly completed and executed Letter of Transmittal (or
facsimile hereof), as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all tendered Original Notes in
proper form for transfer (or, with respect to a book-entry transfer,
confirmation of a book-entry transfer of the Original Notes into the Exchange
Agent's Account at the Book-Entry Transfer Facility, must be received by the
Exchange Agent within five (5) New York Stock Exchange trading days after the
Expiration Date, all as provided in the
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Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." Any Holder who wishes to tender his, her or its Original Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery from the Eligible
Institution prior to 5:00 p.m., New York City time, on the Expiration Date. Upon
request to the Exchange Agent, a duplicate Notice of Guaranteed Delivery will be
sent to Holders. A Notice of Guaranteed Delivery has been included with the
Prospectus and the Letter of Transmittal for use by Holders who wish to tender
their Original Notes according to the guaranteed delivery procedures set forth
above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered original Notes, and withdrawal of tendered
Original Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes determined by the Company not to be validly
tendered or any Original Notes the acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any defects, irregularities or conditions of tender to particular
Original Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Original Notes will render such
tenders invalid unless such defects or irregularities are cured within such time
as the Company shall determine. Any Original 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 tendering Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. TENDER OF HOLDER. Only a Holder of Original Notes may tender such
Original Notes in the Exchange Offer. Any beneficial owner of Original Notes who
is not the registered Holder and who wishes to tender should arrange with such
registered Holder to execute and deliver this Letter of Transmittal on such
owner's behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his Original Notes, either make appropriate
arrangements to register ownership of the Original Notes in such owner's name or
obtain a properly completed bond power from the registered Holder.
3. PARTIAL TENDERS; WITHDRAWALS. (Not applicable to Holders who tender
by book-entry transfer.) If less than the entire principal amount of any
Original Notes evidenced by a certificate is tendered, the tendering Holder
should fill in the principal amount tendered in the third column of the box
entitled "Description of 10 3/4% Senior Notes Due 2007 (The Original Notes)"
above. The entire principal amount of any Original Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Original Notes are not tendered and a
certificate or certificates representing New Notes (subject to the denomination
requirements discussed in the Prospectus) issued in exchange for any Original
Notes accepted will be sent to the Holder at its, his or her
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registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Original Notes are
accepted for exchange.
A tender pursuant to the Exchange Offer may be withdrawn subject to the
procedures set forth in this Letter of Transmittal and the Prospectus, at any
time prior to the Expiration Date, if not theretofore accepted for exchange. To
withdraw a tender of Original Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent as its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Original Notes to be withdrawn (the
"Depositor"), (ii) specify the serial numbers on the particular certificates
evidencing the Original Notes to be withdrawn and the name of the registered
Holder thereof (if certificates have been delivered or otherwise identified to
the Exchange Agent) or the name and number of the account at DTC to be credited
with withdrawn Original Notes (if the Original Notes have been tendered pursuant
to the procedures for book-entry transfer), (iii) be signed by the Holder in the
same manner as the Original signature on the Letter of Transmittal by which such
Original Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Note Registrar with
respect to the Original Note register the transfer of such Original Notes into
the name of the person withdrawing the tender and (iv) specify the name in which
any such Original Notes are to be registered, if different from that of the
Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, which determination shall be final and binding on all parties. Any
Original Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Original Notes so withdrawn are validly retendered. Properly
withdrawn Original Notes may be retendered by following one of the procedures
described in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering" at any time prior to the Expiration Date.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered Holder(s) of the Original Notes
tendered hereby, the signature must correspond (i) with the name(s) as written
on the face of the certificate without alteration, enlargement or any change
whatsoever, or (ii) in the case of Original Notes held by book-entry, with the
name as contained on the security position listing at the Book-Entry Transfer
Facility.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Original Notes tendered and the New Notes issued
in exchange therefor are to be issued (or any untendered principal amount of
Original Notes is to be reissued) to the registered Holder, then such Holder
need not and should not endorse any tendered Original Notes, nor provide a
separate bond power. In any other case such Holder must either properly endorse
the certificates tendered or transmit a properly completed separate bond power
with this Letter of
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Transmittal with the signatures on the endorsement or bond power guaranteed by
an Eligible Institution.
If this Letter of Transmittal (or facsimile thereof) or any Original
Notes or bond are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., 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 under the Securities Exchange Act of 1934, as
amended (each an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed
by the registered Holder(s) of the Original Notes tendered herewith in
connection with the Exchange Offer and such Holder(s) have not completed the box
set forth herein entitled "Special Registration Instructions," (b) such Original
Notes are tendered for the account of an Eligible Institution, or (c) such
Original Notes are tendered for the account of DTC.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
New Notes or substitute Original Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, or the account number at the
Book-Entry Transfer Facility to which the New Notes are to be credited, if
different from the name and address, or account number of the person signing
this Letter of Transmittal. In the case of issuance in a different name or to a
different account number, the taxpayer identification or social security number
of the person named (or to whose account the New Notes are credited) must also
be indicated. Holders tendering Original Notes by book-entry transfer may
request that Original Notes not exchanged be credited to such Holders' account
maintained at the Book-Entry Transfer Facility.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Original Notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or are to
be issued in the name or credited to the account of, any person other than the
registered Holder of the Original Notes tendered hereby, or if tendered Original
Notes are registered in the name of any person other than the exchange of
Original Notes pursuant to 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. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such Holder.
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Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this Letter of
Transmittal.
7. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Original Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any tendering
Holder whose Original Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominees for assistance concerning the Exchange Offer.
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IMPORTANT TAX INFORMATION
Under current federal income tax law, an Original Noteholder whose
tendered Original Notes are accepted for exchange is required to provide the
Company, through the Exchange Agent (as payor), with such Original Noteholder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 or
otherwise establish a basis for exemption from backup withholding. If such
Original Noteholder is an individual, the TIN is such Original Noteholder's
social security number. If the Exchange Agent is not provided with the correct
TIN, the Original Noteholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery of such Original Noteholder's
New Notes may be subject to backup withholding.
Certain Original Noteholders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt Original Noteholders should indicate their exempt
status on Substitute Form W-9. A foreign individual may qualify as an exempt
recipient by submitting to the Exchange Agent a properly completed Internal
Revenue Service Form W-8 (which the Exchange Agent will provide upon request)
signed under penalty of perjury, attesting to the Original Noteholder's exempt
status. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 31%
of any payment made to the Original Noteholder or other payee. Backup
withholding is not an additional federal income 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 payments that are made with respect to
Original Notes exchanged in the Exchange Offer, each Original Noteholder is
required to provide the Exchange Agent with either (i) the Original Noteholder's
correct TIN by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such Original Noteholder is awaiting a
TIN) and the (A) the Original Noteholder has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified the Original Noteholder that he or she is no longer subject to
backup withholding, or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Original Noteholder is required to give the Exchange Agent the TIN
(i.e., social security number or employer identification number) of the record
owner of the Original Notes. If the Original Notes are held in more than one
name or are not held in the name of the actual owner,
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consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance regarding which number to
report.
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PAYOR'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer
Identification Number (TIN)
PART 1 - Please provide your TIN in the box at right and certify by signing and
dating below
Social Sec. Number
or
Employer I.D. Number
PART 2 - Certification-Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject
to backup withholding as a result of a failure to report all interest
or dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
Certificate Instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
PART 3 --
Awaiting TIN
SIGNATURE DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE
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EXCHANGE 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 SUBSTITUTE FORM
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
Signature: Date:
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[DO NOT WRITE IN SPACE BELOW]
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Principal Amount of Principal Amount of
Certificate Surrendered Original Notes Tendered Original Notes Accepted
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Delivery Prepared by Checked by Date
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