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EXHIBIT 99(a)
LETTER OF TRANSMITTAL
SAFETY-KLEEN SERVICES, INC.
OFFER TO EXCHANGE ITS
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008 (GUARANTEED BY
LAIDLAW ENVIRONMENTAL SERVICES, INC.), WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OF
ITS OUTSTANDING 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008
(GUARANTEED BY LAIDLAW ENVIRONMENTAL SERVICES, INC.)
PURSUANT TO THE PROSPECTUS, DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT P.M. NEW YORK CITY TIME, ON ,
, UNLESS EXTENDED (THE "EXPIRATION DATE"), TENDERS MAY BE WITHDRAWN
PRIOR TO P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY TO: BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
By Mail, Overnight Courier or Hand: By Facsimile in New York:
Bank of Nova Scotia Trust Company of New York (212) 225-5436
One Liberty Plaza, 23rd Floor
New York, New York 10006 Confirm by Telephone:
Attention: Mr. George Timmes (212) 225-5000
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that it has received and reviewed the
Prospectus, dated , 1998 (the "Prospectus"), of Safety-Kleen
Services, Inc. (formerly known as LES, Inc.), a Delaware corporation (the
"Company" or the "Issuer"), and a wholly-owned subsidiary of Laidlaw
Environmental Services, Inc. ("Laidlaw"), and this Letter of Transmittal (the
"Letter"), which together constitute the Issuer's offer (the "Exchange Offer")
to exchange up to $325,000,000 in aggregate principal amount of its 9 1/4%
Senior Subordinated Notes Due 2008 (the "Exchange Notes"), for a like principal
amount of the issued and outstanding 9 1/4% Senior Subordinated Notes Due 2008
that were issued and sold in reliance upon an exemption from registration under
the Securities Act of 1933, as amended (the "Securities Act") (the "Senior
Subordinated Notes").
For each Senior Subordinated Note accepted for exchange, the holder of such
Senior Subordinated Note will receive an Exchange Note having a principal amount
equal to that of the surrendered Senior Subordinated Note. The Exchange Notes
will bear interest from the most recent date to which interest has been paid on
the Senior Subordinated Notes or, if no interest has been paid on the Senior
Subordinated Notes, from , 1998. Accordingly, if the relevant record
date for interest payment occurs after the consummation of the Exchange Offer
registered holders of Exchange Notes on such record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from , 1998. If, however, the relevant
record date for interest payment occurs prior to the consummation of the
Exchange Offer, registered holders of Senior Subordinated Notes on such record
date will receive interest accruing from the most recent date to which interest
has been paid or, if no interest has been paid, from , 1998. Senior
Subordinated Notes accepted for exchange will cease to accrue interest from and
after the date of consummation of the Exchange Offer, except as set forth in the
immediately preceding sentence. Holders of Senior Subordinated Notes whose
Senior Subordinated Notes are accepted for exchange will not receive any payment
in respect of interest on such Senior Subordinated Notes otherwise payable on
any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.
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This Letter is to be completed by a holder of Senior Subordinated Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Senior Subordinated Notes, if available, 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 -- Procedures for Tendering Existing
Notes" section of the Prospectus and an Agent's Message (as defined herein) is
not delivered. Holders of Senior Subordinated Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Senior Subordinated Notes into
the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Senior Subordinated
Notes according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Procedures for Tendering Existing Notes" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Senior Subordinated Notes to which this Letter relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Senior Subordinated Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF SENIOR
SUBORDINATED NOTES 1 2 3
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AGGREGATE
PRINCIPAL
AMOUNT OF
SENIOR PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE SUBORDINATED AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTE(S) TENDERED**
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TOTAL
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* Need not be completed if Senior Subordinated Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Senior
Subordinated Notes represented by the Senior Subordinated Notes indicated in column 2. See Instruction
2. Senior Subordinated Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof. See Instruction 1.
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[ ] CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number Transaction Code Number
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By crediting Senior Subordinated Notes to the Exchange Agent's Account at
the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the Holder of
Senior Subordinated Notes acknowledges and agrees to be bound by the terms of
this Letter, the participant in ATOP confirms on behalf of itself and the
beneficial owners of such Senior Subordinated Notes all provisions of this
Letter applicable to it and such
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beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.
[ ] CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
Widow Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which guaranteed delivery
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number
------------------------------- Transaction Code Number
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[ ] 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:
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Senior Subordinated Notes, it
represents that the Senior Subordinated Notes to be exchanged for Exchange Notes
were acquired by it as a result of market-making or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act 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.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of
Senior Subordinated Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Senior Subordinated 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 Senior Subordinated Notes as
are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Senior
Subordinated Notes tendered hereby and that the Issuer 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 accepted
by the Issuer. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Senior Subordinated 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 undersigned, that neither the
holder of such Senior Subordinated Notes nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes and that neither the holder of such Senior Subordinated
Notes nor any such other person is an "affiliate," as defined in Rule 405 under
the Securities Act of 1933, as amended (the "Securities Act"), of the Issuer.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Senior Subordinated
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of such Exchange
Notes. However, the Issuer does not intend to request the SEC to consider, and
the SEC has not considered the Exchange Offer in the context of a no-action
letter and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any holder is an affiliate
of the Company, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such holder (i) could not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Senior
Subordinated Notes, it represents that the Senior Subordinated Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making or other trading activities and 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 Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Senior Subordinated Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter 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 incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Senior Subordinated Notes for any
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Senior Subordinated Notes not exchanged) in the name of the undersigned or, in
the case of a book-entry delivery of Senior Subordinated 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 Senior Subordinated Notes for any Senior
Subordinated Notes not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Senior Subordinated Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SENIOR
SUBORDINATED NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE SENIOR SUBORDINATED NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
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To be completed ONLY if certificates for Senior Subordinated 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 above, or if Senior Subordinated 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.
Issue: Exchange Notes and/or Senior Subordinated Notes to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Senior Subordinated Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY)
ACCOUNT NUMBER, IF APPLICABLE
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
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To be completed ONLY if certificates for Senior Subordinated Notes not
exchanged and/or Exchange Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter above or to such
person or persons at an address other than shown in the box entitled
"Description of Senior Subordinated Notes" on this Letter above.
Mail: Exchange Notes and/or Senior Subordinated Notes to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR SENIOR SUBORDINATED NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
x ------------------------------------------ ------------------------------------------ , 1998
x ------------------------------------------ ------------------------------------------ , 1998
Signature(s) of Owner Date
Area Code and Telephone Number
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If a holder is tendering any Senior Subordinated Notes, this Letter must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Senior Subordinated Notes or by any person(s) authorized
to become registered holder(s) by endorsements and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity, please
set forth full title. See Instruction 3.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name and Firm)
Dated: , 1998
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ITS
9 1/4% SENIOR SUBORDINATED NOTES DUE 2008 (GUARANTEED BY LAIDLAW ENVIRONMENTAL
SERVICES, INC.),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL
OUTSTANDING 9 1/4% SENIOR SUBORDINATED NOTES DUE 2008 OF SAFETY-KLEEN SERVICES,
INC. (GUARANTEED
BY LAIDLAW ENVIRONMENTAL SERVICES, INC.)
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by noteholders 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 --
Procedures for Tendering Existing Notes" section of the Prospectus and an
Agent's Message is not delivered. Certificates for all physically tendered
Senior Subordinated Notes, or Book-Entry Confirmation, as the case may be, as
well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, 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. Senior Subordinated Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral multiple
thereof. The term "Agent's Message" means a message, transmitted to the
Book-Entry Transfer Facility and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the tendering Participant
that such Participant has received and agrees to be bound by this Letter and
that the Issuer may enforce this Letter against such Participant.
Noteholders whose certificates for Senior Subordinated Notes are not
immediately available or who cannot deliver their certificates and all other
required documents 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 Senior Subordinated Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures for Tendering Existing
Notes" section of the Prospectus. Pursuant to such procedures, (i) such tender
must be made through an Eligible Institution, (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof or an Agent's Message
in lieu hereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Issuer (by telegram, telex, facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of Senior
Subordinated Notes and the amount of Senior Subordinated Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Senior Subordinated Notes, or a Book-Entry Confirmation, and any other documents
required by the Letter will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered Senior
Subordinated Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and all other documents required by this Letter, are received
by the Exchange Agent within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Senior Subordinated Notes and
all other required documents 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. If Senior Subordinated Notes are sent by mail,
it is suggested that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent prior to p.m., New
York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Senior Subordinated Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Senior Subordinated Notes to be tendered in the
box above entitled "Description of Senior Subordinated Notes -- Principal Amount
Tendered." A reissued certificate representing the balance of nontendered Senior
Subordinated Notes will be sent to such tendering
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holder, unless otherwise provided in the appropriate box on this Letter,
promptly after the Expiration Date. All of the Senior Subordinated Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Senior
Subordinated Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates without any change
whatsoever.
If any tendered Senior Subordinated Notes are owned of record by two or
more joint owners, all of such owners must sign this Letter.
If any tendered Senior Subordinated Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Senior Subordinated Notes specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Senior Subordinated Notes are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates 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,
proper evidence satisfactory to the Issuer of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR SENIOR SUBORDINATED NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE SENIOR SUBORDINATED NOTES ARE TENDERED: (i) BY A
REGISTERED HOLDER OF SENIOR SUBORDINATED NOTES (WHICH TERM, FOR PURPOSES OF THE
EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY
SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH
SENIOR SUBORDINATED NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL
ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR
(ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Senior Subordinated Notes should indicate in the
applicable box the name and address to which New Exchange issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Senior Subordinated
Notes not exchanged are to be issued or sent, if different from the name or
address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Senior Subordinated Notes
by book-entry transfer may request that Senior Subordinated Notes not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility as
such noteholder may designate hereon. If no such instructions are given, such
Senior Subordinated Notes not exchanged will be returned to the name or address
of the person signing this Letter.
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5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose
Senior Subordinated 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 are 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 Senior Subordinated 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 Senior Subordinated
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, or
(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 Senior Subordinated 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 Senior Subordinated 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 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking this 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 Senior Subordinated Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Senior Subordinated Notes not
exchanged 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 Senior Subordinated Notes
tendered hereby, or if tendered Senior Subordinated Notes are registered in the
name of any person other than the person signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Senior Subordinated
Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of
any such transfer taxes (whether imposed on the registered 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.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SENIOR SUBORDINATED NOTES SPECIFIED IN
THIS LETTER.
7. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
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8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Senior Subordinated Notes, by execution of
this Letter, shall waive any right to receive notice of the acceptance of their
Senior Subordinated Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Senior
Subordinated Notes nor shall any of them incur any liability for failure to give
any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED SENIOR SUBORDINATED NOTES.
Any holder whose Senior Subordinated Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
above for further instructions.
10. 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, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any Participant on behalf of itself and the beneficial owners of
any Senior Subordinated Notes so tendered.
4
11
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
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PAYOR'S NAME:
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SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN: ------------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number or
Employer Identification Number
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Part 2 -- TIN Applied For [ ]
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DEPARTMENT OF TREASURY CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
INTERNAL REVENUE SERVICE
(1) the number shown on this form is my correct Taxpayer Identification Number (or
PAYOR'S REQUEST FOR I am waiting for a number to be issued to me).
TAXPAYER IDENTIFICATION
NUMBER ("TIN") AND (2) I am not subject to backup withholding either because: (a) I am exempt from
CERTIFICATION backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE ---------------------------------- DATE-------------------------
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You must cross out item (2) of the above certification if you have been notified by the IRS that you are
subject to backup withholding because of underreporting of interest or dividends on your tax return and you
have not been notified by the IRS that you are no longer subject to backup withholding.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 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 by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
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Signature Date
5