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EXHIBIT 99.1
LETTER OF TRANSMITTAL FOR
11 1/2% SENIOR SUBORDINATED NOTES DUE 2007
OF SPARKLING SPRING WATER GROUP LIMITED
PURSUANT TO THE OFFER TO EXCHANGE
11 1/2% SENIOR SUBORDINATED NOTES DUE 2007
FOR ALL OUTSTANDING
11 1/2% SENIOR SUBORDINATED NOTES DUE 2007
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PURSUANT TO THE PROSPECTUS, DATED _____________, 1997
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF PRIVATE NOTES (AS DEFINED HEREIN) MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
TO: ____________________, EXCHANGE AGENT (THE "EXCHANGE AGENT")
Facsimile Transmissions:
By Hand Or Overnight (Eligible Institutions Only) By Registered Or
Delivery: Certified Mail:
(212) ________
To Confirm by Telephone or
for Information Call:
(212) ________
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
HOLDERS (AS DEFINED HEREIN) WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES
(AS DEFINED HEREIN) FOR THEIR PRIVATE NOTES PURSUANT TO THE EXCHANGE OFFER (AS
DEFINED HEREIN) MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR PRIVATE NOTES TO
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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By execution hereof, the undersigned acknowledges receipt of the
Prospectus (the "Prospectus"), dated December __, 1997, of Sparkling Spring
Water Group Limited., a Nova Scotia corporation (the "Issuer"), which, together
with this Letter of Transmittal and the instructions hereto (the "Letter of
Transmittal"), constitute the Issuer's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its registered 11 1/2% Senior Subordinated Notes due
2007 (the "Exchange Notes"), for each $1,000 principal amount of its outstanding
unregistered 11 1/2% Senior Subordinated Notes due 2007 (the "Private Notes"
and, together with the Exchange Notes, the "Notes"), of which $100,000,000
aggregate principal amount was outstanding on the date of the Prospectus. The
Exchange Notes have been registered under the Securities Act of 1933, as
amended.
The Issuer reserves the right, at any time or from time to time, to extend
the Exchange Offer at its sole discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offer is
extended. The Issuer shall notify the holders of the Private Notes of any
extension by means of a press release or other public announcement prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders of Private Notes if:
(i) a certificate representing Private Notes is to be physically delivered to
the Exchange Agent herewith by Holders; or (ii) tender of Private Notes is to be
made by book-entry transfer to the account maintained by the Exchange Agent at
The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in "The Exchange Offer --Book-Entry Transfer" section
of the Prospectus by any financial institution that is a participant in The
Depository Trust Company (the "Depository") whose name appears on a security
position listing as the owner of the Private Notes; or (iii) tender of Private
Notes is to be made by the guaranteed delivery procedures set forth in "The
Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. DELIVERY OF DOCUMENTATION TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Private Notes are registered on the books of the Issuer or any
other person who has obtained a properly completed bond power, as applicable,
from the registered holder, or (ii) whose Private Notes are held of record by
the Depository (or its nominee), whose name appears on a security position
listing as the owner of Private Notes (and is a participant in the Depository)
and who desires to deliver such Private Notes by book-entry transfer at the
Depository.
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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.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR PRIVATE
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
Ladies and Gentlemen:
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The undersigned hereby tenders to the Issuer the aggregate principal
amount of Private Notes indicated in this Letter of Transmittal, upon the terms
and subject to the conditions set forth in the Prospectus, dated
____________________, 1997 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal. All capitalized terms used
herein and not defined herein shall have the meanings ascribed to them in the
Prospectus.
Subject to, and effective upon, the acceptance for exchange of the Private
Notes tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, the Issuer all right, title and interest in and to such
Private Notes as are being tendered hereby and hereby irrevocably constitutes
and appoints the Exchange Agent as its agent and attorney-in-fact with respect
to such Private Notes (with full knowledge that the Exchange Agent acts as agent
of the Issuer and as Trustee under the Indenture for the Private Notes and the
Exchange Notes), with full power of substitution (such power of attorney being
an irrevocable power coupled with an interest), to:
(a) deliver such Private Notes in registered certificated form, or
transfer ownership of such Private Notes through book-entry transfer at the
Book-Entry Transfer Facility, to or upon the order of the Issuer, upon receipt
by the Exchange Agent, as the undersigned's agent, of the same aggregate
principal amount of Exchange Notes; and
(b) present such Private Notes for transfer on the books of the Issuer and
receive, for the account of the Issuer, all benefits and otherwise exercise, for
the account of the Issuer, all rights of beneficial ownership of the Private
Notes tendered hereby in accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Private Notes
tendered hereby and that the Issuer will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale or transfer, and not subject to any adverse
claim when the same are accepted by the Issuer.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on the Issuer's belief, based upon interpretations by the staff of
the Securities and Exchange Commission (the "Commission") set forth in no-action
letters issued to third parties unrelated to the Issuer, that the Exchange Notes
issued pursuant to the Exchange Offer in exchange for the Private Notes may be
offered for resale, resold and otherwise transferred by any holder thereof
(other than (i) any such holder that is an "affiliate" of the Issuer within the
meaning of Rule 405 under the Securities Act or (ii) any broker-dealer that
purchased Notes from the Issuer to resell pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act; provided that the holder acquires the Exchange Notes in the
ordinary course of its business and is not engaging, and has no intention to
engage, and has no arrangement or understanding with any person to participate,
in the distribution of the Exchange Notes.
The undersigned hereby further represents that (i) the Exchange Notes
acquired in exchange for Private Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the
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undersigned, (ii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes and neither the holder of such Private Notes nor any such
person is engaging in, or intends to engage in, the distribution of such
Exchange Notes, and (iii) except as indicated herein, neither the undersigned
nor any such other person is an "affiliate" of the Issuer within the meaning of
Rule 405 under the Securities Act or, if such holder or any such other person is
an affiliate of the Issuer, that such holder or such other person will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable. The undersigned has read and agrees to all of the
terms of the Exchange Offer as described in the Prospectus and herein. If the
undersigned or any beneficial owner for whom the undersigned is tendering
Private Notes is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Private Notes, where such Private Notes were acquired by
such broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), 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 or such beneficial
owner will not be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act.
The Issuer has agreed that, subject to the provisions of 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 in connection with resales
of Exchange Notes received in exchange for Private Notes acquired by such
Participating Broker-Dealer for its own account as a result of market-making or
other trading activities, for a period ending 90 days after the Expiration Date
or, if earlier, when all such Exchange Notes have been disposed of by such
Participating Broker-Dealer. In that regard, each Participating Broker-Dealer by
tendering such Private Notes and executing this Letter of Transmittal, agrees
that, upon receipt of notice from the Issuer of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated by
reference 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 or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading, such Participating
Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus
until the Issuer 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 Issuer has given notice
that the sale of the Exchange Notes may be resumed, as the case may be. If the
Issuer gives such notice to suspend the sale of the Exchange Notes, it shall
extend the 90-day 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 Issuer has given notice that the sale of Exchange Notes
may be resumed, as the case may be.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer or the Exchange Agent to be necessary or
desirable to complete the sale, assignment and transfer of the Private Notes
tendered hereby. All authority conferred or agreed to be conferred in this
Letter of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or
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incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer -- Withdrawal of Tenders"
section of the Prospectus.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Private Notes when the Issuer has given oral or
written notice thereof to the Exchange Agent. If any tendered Private Notes are
not accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Private Notes will be returned (except as
noted herein with respect to tenders through the Book-Entry Transfer Facility),
without expense, to the undersigned at the address shown below or at a different
address as may be indicated under "Special Issuance Instructions" as promptly as
practicable after the Expiration Date.
The undersigned understands that tenders of the Private Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuer in accordance with the
terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer -- Certain Conditions to the Exchange
Offer," the Issuer may not be required to accept for exchange any of the Private
Notes tendered. Private Notes not accepted for exchange or withdrawn will be
returned to the undersigned at the address set forth below unless otherwise
indicated under "Special Delivery Instructions" herein.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions", please deliver the Exchange Notes (and, if applicable, substitute
certificates representing Private Notes for any Private Notes not exchanged) in
the name of the undersigned or, in the case of a book-entry delivery of Private
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Private Notes for any Private
Notes not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Private Notes." The undersigned recognizes that the
Issuer has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Private Notes from the name of
the registered holder(s) thereof if the Issuer does not accept for exchange any
of the Private Notes so tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF PRIVATE
NOTES" AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH PRIVATE NOTES
AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE
TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX.
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List below the Private Notes to which this Letter of Transmittal relates.
If the space provided below 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 Private Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
DESCRIPTION OF PRIVATE NOTES TENDERED
Name(s) and Address(es)
of Holder(s) Certificate Number(s)* Aggregate Principal Amount
(Please fill in if blank) (Attach signed list if Tendered (if less than all)**
necessary)
TOTAL PRINCIPAL AMOUNT OF PRIVATE NOTES TENDERED
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Private Notes listed. See Instruction 2.
USE OF BOOK ENTRY TRANSFER
[_] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT THE DEPOSITORY
TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:__________________________________________________
DTC Book-Entry Account No.:_____________________________________________________
Transaction Code No.:___________________________________________________________
USE OF GUARANTEED DELIVERY
If Holders desire to tender Private Notes pursuant to the Exchange
Offer and (i) certificates representing such Private Notes are not
lost but are not immediately available, (ii) time will not permit
this Letter of Transmittal, certificates representing such Private
Notes or other required documents to reach the Exchange Agent prior
to the Expiration Date or (iii) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Private Notes in accordance with
the guaranteed delivery procedures set forth in the Prospectus under
"The Exchange Offer -- Guaranteed Delivery Procedures."
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[_] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO THE
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Private Notes:
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution that Guaranteed Delivery:
If Delivered by Book-Entry Transfer, Name of Tendering Institution:
DTC Book-Entry Account No.:
Transaction Code No.:
BROKER-DEALER COPIES OF PROSPECTUS
[_] 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:
Aggregate Principal Amount of Private Notes so held:
FOR USE BY AFFILIATES
[_] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
PRIVATE NOTES IS AN AFFILIATE OF THE ISSUER
Name:
Address:
Aggregate Principal Amount of Private Notes so held: $
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF PRIVATE NOTES REGARDLESS OF
WHETHER PRIVATE NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
If a Holder is tendering any Private Notes, this Letter of Transmittal must be
signed by the Holder(s) of the Private Notes exactly as the name(s) appear(s) on
the certificate(s) for the Private Notes or, if tendered by a participant in The
Depository Trust Company, exactly as such participant's name appears on a
security position listing as the owner of the Private Notes, or by any person(s)
authorized to become Holder(s) by endorsements and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, please set forth full title and submit evidence
satisfactory to the Issuer of each such person's authority to so act. See
Instruction 3.
If the signature appearing below is not of a registered Holder of the Private
Notes, then the registered Holder must sign a valid proxy.
X Date:
----------------------------------- ----------------------------------
Date:
----------------------------------- ----------------------------------
Signature(s) of Holder(s) or
Authorized Signatory
Name(s):____________________________ Address:_______________________________
____________________________ _______________________________
(Please Print) (Including Zip Code)
Capacity:___________________________ Area Code and Telephone No.:___________
Social Security No.:________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including Zip Code) and Telephone Number
(including Area Code) of Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Date:_____________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Private Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person or persons whose signature(s) appear(s) on this Letter of
Transmittal, or if Private Notes delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account indicated above.
Name:____________________________________________
(Please Print)
Address:_________________________________________
(Please Print)
_________________________________________________
Zip Code
_________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
Credit unexchanged Private Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
____________________________________________________________
(Book Entry Transfer Facility Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Private Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) above on this Letter of Transmittal or to such person or
persons at an address other than shown above in the box entitled "Description of
Private Notes" on this Letter of Transmittal.
Mail Exchange Notes and/or Private Notes to:
Name:________________________________________________
(Please Print)
Address:_____________________________________________
(Please Print)
_____________________________________________________
Zip Code
_____________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
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TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: ____________________, AS EXCHANGE AGENT
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR
FORM W-9 TIN IN THE BOX AT RIGHT AND Social Security Number
DEPARTMENT OF THE CERTIFY BY SIGNING AND
TREASURY DATING BELOW
INTERNAL REVENUE SERVICE OR
PAYER'S REQUEST FOR Employer Identification
TAXPAYER IDENTIFICATION Number
NUMBER (TIN)
PART 2--Certification--Under PART 3 -
Penalties of Perjury, I Awaiting TIN [ ]
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 because:
(a) I am exempt from backup
withholding, (b) I have not
been notified by the
Internal Revenue Services
("IRS") that I am subject to
backup withholding as a
result of failure to report
all interest or dividends,
or (c) 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 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
stating that you are no
longer subject to backup
withholding, do not cross
out item (2).
SIGNATURE__________________ DATE________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO HOLDERS OF EXCHANGE NOTES PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
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 (a) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number within 60 days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
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Signature Date
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by Holders of
Private Notes either if certificates are to be forwarded herewith or if tenders
are to be made pursuant to the procedures for delivery by book-entry transfer
set forth in "The Exchange Offer -- Book-Entry Transfer" section of the
Prospectus. Certificates for all physically tendered Private Notes, or a timely
confirmation of the book-entry transfer of Private Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation"), as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile hereof) and any
other documentation required by this Letter of Transmittal, must be received by
the Exchange Agent at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below and in the "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. Private Notes may only be tendered in a
principal amount of $1,000 and any integral multiple thereof.
Holders of Private Notes whose certificates for Private Notes are not
immediately available or who cannot deliver their certificates and all other
required documentation to the Exchange Agent on or prior to the Expiration Date,
or who cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Private Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of
the Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution (as defined below), (ii) prior to the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by the Issuer (by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight courier), mail or
hand delivery), setting forth the name and address of the holder of Private
Notes, the certificate number(s) of such Private Notes (if applicable) and the
principal amount of Private Notes tendered, stating that the tender is being
made thereby and guaranteeing that, within five New York Stock Exchange ("NYSE")
trading days after the Expiration Date, this Letter of Transmittal (or a
facsimile thereof), together with the certificates for all physically tendered
Private Notes in proper form for transfer, or a Book-Entry Confirmation of such
Private Notes, and any other documentation required by this Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) a properly executed Letter of Transmittal (or a facsimile
thereof), as well as the certificates for all physically tendered Private Notes
in proper form for transfer or a Book-Entry Confirmation of such Private Notes,
as the case may be, and all other documentation required by this Letter of
Transmittal, must be received by the Exchange Agent within five NYSE trading
days after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE NOTES
AND ALL OTHER REQUIRED DOCUMENTATION IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY
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INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY PRIVATE NOTES TO THE ISSUER.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF PRIVATE NOTES WHO TENDER
BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS. Tenders of Private Notes will be
accepted only in the principal amount of $1,000 and integral multiples thereof.
If less than all of the Private Notes evidenced by a submitted certificate are
to be tendered, the tendering Holder(s) should fill in the aggregate principal
amount of Private Notes to be tendered in the box above entitled "Description of
Private Notes -- Aggregate Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Private Notes will be sent to such
tendering Holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. ALL OF THE PRIVATE
NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
Any Holder who has tendered Private Notes may withdraw the tender by
delivering written notice of withdrawal (which may be sent by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier), mail or hand delivery) to the Exchange Agent
prior to the Expiration Date. For a withdrawal to be effective, a written notice
of withdrawal must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. Any such notice of withdrawal must (i)
specify the name of the person having tendered the Private Notes to be withdrawn
(the "Depositor"), (ii) identify the Private Notes to be withdrawn (including
the certificate number or numbers and principal amount of such Private Notes),
(iii) be timely received and signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Private Notes were
tendered or as otherwise set forth in Instruction 3 below (including any
required signature guarantees), or be accompanied by documents of transfer
sufficient to have the Trustee (as defined in the Prospectus) register the
transfer of such Private Notes pursuant to the terms of the Indenture into the
name of the person withdrawing the tender and (iv) specify the name in which any
such Private Notes are to be registered, if different from that of the
Depositor. If Private Notes have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and number
of the account at the book-entry transfer facility to be credited with the
withdrawn Private Notes or otherwise comply with the Book-Entry Transfer
Facility's procedures. See "The Exchange Offer -- Withdrawal of Tenders" section
of the Prospectus. Withdrawals of tenders of Private Notes may not be rescinded.
Private Notes properly withdrawn will not be deemed to have been validly
tendered for purposes of the Exchange Offer, and no Exchange Notes will be
issued with respect thereto unless the Private Notes so withdrawn are validly
retendered. Properly withdrawn Private Notes may be retendered at any subsequent
time on or prior to the Expiration Date by following the procedures described in
"The Exchange Offer -- Procedures for Tendering" section of the Prospectus.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuer, in its
sole discretion, whose determination shall be final and binding on all parties.
None of the Issuer, any Guarantor, any employees, agents, affiliates or assigns
of the Issuer, the Exchange Agent or any other person shall be under any duty to
give any notification of any irregularities in any notice of withdrawal or incur
any liability for
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failure to give such notification. Any Private Notes which have been tendered
but which are withdrawn will be returned to the holder thereof without cost to
such holder as promptly as practicable after withdrawal.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the Holder
of the Private Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates or on a securities position
listing without any change whatsoever.
If any tendered Private Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Private Notes are registered in different names on several
certificates or securities positions listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter of Transmittal as there
are different registrations.
The signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the
Private Notes tendered pursuant hereto are tendered (i) by a registered Holder
of the Private Notes (including any participant in The Depository Trust Company
whose name appears on a security position listing as the owner of Private Notes)
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in this Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that the signatures in this
Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantees must be by a firm which is a member
of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States, or another "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (collectively, "Eligible Institutions").
If this Letter of Transmittal is signed by a person other than the Holder
of any Private Notes listed therein, such Private Notes must be endorsed or
accompanied by a properly completed bond power signed by such Holder exactly as
the name or names of such Holder or Holders appear(s) on such Private Notes with
the signatures on the Private Notes or the bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Private Notes or assignments or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Issuer, evidence satisfactory to the Issuer of their
authority to so act must be submitted with this Letter of Transmittal.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of
Private Notes should indicate in the applicable box the name and address to
which Exchange Notes issued pursuant to the Exchange Offer and/or substitute
certificates evidencing Private Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the Employer
Identification or Social Security Number of the person named must also be
indicated. A Holder of Private Notes tendering Private Notes by book-entry
transfer may request that Private Notes not exchanged be
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credited to such account maintained at the Book-Entry Transfer Facility as such
Holder may designate hereon. If no such instructions are given, such Private
Notes not exchanged will be returned to the name or address of the person
signing this Letter of Transmittal or credited to the account listed beneath the
box entitled "Description of Private Notes," as the case may be.
5. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires
that a tendering Holder whose Private Notes are accepted for exchange must
provide the Issuer (as payor) with such Holder's correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 below, which, in the case of a tendering
Holder who is an individual, is his or her Social Security Number. If the Issuer
is not provided with the current TIN or an adequate basis for an exemption, such
tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to such tendering Holder of Exchange Notes may be
subject to backup withholding in an amount equal to 31% of all reportable
payments made after the exchange. If withholding results in an overpayment of
taxes, a refund may be obtained.
Exempt Holders of Private Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering Holder of Private Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
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 Internal Revenue Service that such Holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the Holder that
such Holder is no longer subject to backup withholding. If the tendering Holder
of Private Notes is a nonresident alien or foreign entity not subject to backup
withholding, such Holder must give the Issuer a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Private Notes are in more than one name or are not in the name of the actual
owner, such Holder should consult the W-9 Guidelines for information on which
TIN to report. If such Holder does not have a TIN, such Holder should consult
the W-9 Guidelines for instructions on applying for a TIN, check the box in Part
3 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
Checking such box and writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If such Holder does not provide its TIN to the Issuer within 60
days, backup withholding will begin and continue until such Holder furnishes its
TIN to the Issuer.
6. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Private Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Private Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the Holder of the Private Notes tendered hereby, or if
tendered Private 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 transfer of Private Notes to the Issuer or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the Holder or any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering Holder.
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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 PRIVATE NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.
7. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. DETERMINATION OF VALIDITY. The Issuer will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Private
Notes, which determination shall be final and binding on all parties. The Issuer
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance of which, or exchange for which, may be
unlawful. The Issuer also reserves the absolute right, subject to applicable
law, to waive any of the conditions of the Exchange Offer set forth in the
Prospectus under the caption "The Exchange Offer - Certain Conditions to the
Exchange Offer" or any conditions or irregularity in any tender of Private Notes
of any particular Holder whether or not similar conditions or irregularities are
waived in the case of other Holders.
The Issuer's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Private Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Although the Issuer intends to notify holders of defects or
irregularities with respect to tenders of Private Notes, none of the Issuer, the
Guarantors, any employees, agents, affiliates or assigns of the Issuer, the
Exchange Agent, or any other person shall be under any duty to give notification
of any irregularities in tenders or incur any liability for failure to give such
notification.
9. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Private Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Private Notes for exchange.
10. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any Holder whose
Private Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions. The
Holder will then be instructed as to the steps that must be taken to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the Private Notes have been replaced.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address and telephone number indicated above.
12. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Private Notes being tendered and the certificate
number or numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
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The Exchange Agent for the Exchange Offer is:
--------------------
By Hand Or Overnight Facsimile Transmissions: By Registered Or
Delivery: Certified Mail:
(Eligible Institutions Only)
(212) ________
To Confirm by Telephone or
for Information Call:
(212) ________
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