1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009
of
INTEGRATED ELECTRICAL SERVICES, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED __________, 2001
===============================================================================
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2001 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
===============================================================================
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
State Street Bank and Trust Company
By Registered or Certified Mail,
by Overnight Courier or by Hand:
State Street Bank and Trust Company
Corporate Trust-Securities Window
Goodwin Square
225 Asylum Street, 23rd Floor
Hartford, Connecticut
By Facsimile:
Confirm by Telephone:
Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand, or by overnight delivery service.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 9 3/8% SENIOR
SUBORDINATED NOTES DUE 2009 (THE "OLD NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL
AMOUNT AT MATURITY OF NEW 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009 PURSUANT TO
THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
----------
2
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT AND REVIEW OF THE
PROSPECTUS, DATED __________, 2001 (THE "PROSPECTUS"), OF INTEGRATED ELECTRICAL
SERVICES, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND THIS LETTER OF
TRANSMITTAL (THE "LETTER OF TRANSMITTAL"), WHICH TOGETHER DESCRIBE THE COMPANY'S
OFFER (THE "EXCHANGE OFFER") TO EXCHANGE ITS 9 3/8% SENIOR SUBORDINATED NOTES
DUE 2009 (THE "NEW NOTES") THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), FOR A LIKE PRINCIPAL AMOUNT OF ITS
ISSUED AND OUTSTANDING 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009 (THE "OLD
NOTES"). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE THE RESPECTIVE
MEANING GIVEN TO THEM IN THE PROSPECTUS.
THE COMPANY RESERVES THE RIGHT, AT ANY TIME OR FROM TIME TO TIME, TO
EXTEND THE EXCHANGE OFFER AT ITS DISCRETION, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. THE
COMPANY SHALL NOTIFY THE EXCHANGE AGENT AND EACH REGISTERED HOLDER OF THE OLD
NOTES OF ANY EXTENSION BY ORAL OR WRITTEN NOTICE 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 A HOLDER OF OLD NOTES IF
OLD NOTES ARE TO BE FORWARDED HEREWITH. AN AGENT'S MESSAGE (AS DEFINED IN THE
NEXT SENTENCE) IS TO BE USED IF DELIVERY OF OLD 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 PROSPECTUS UNDER THE CAPTION "EXCHANGE OFFER --
PROCEDURES FOR TENDERING." THE TERM "AGENT'S MESSAGE" MEANS A MESSAGE,
TRANSMITTED BY THE BOOK-ENTRY TRANSFER FACILITY AND RECEIVED BY THE EXCHANGE
AGENT AND FORMING A PART OF THE CONFIRMATION OF A BOOK-ENTRY TRANSFER
("BOOK-ENTRY CONFIRMATION"), WHICH STATES THAT THE BOOK-ENTRY TRANSFER FACILITY
HAS RECEIVED AN EXPRESS ACKNOWLEDGMENT FROM A PARTICIPANT TENDERING OLD NOTES
THAT ARE THE SUBJECT OF SUCH BOOK-ENTRY CONFIRMATION AND THAT SUCH PARTICIPANT
HAS RECEIVED AND AGREES TO BE BOUND BY THE TERMS OF THE LETTER OF TRANSMITTAL
AND THAT THE COMPANY MAY ENFORCE SUCH AGREEMENT AGAINST SUCH PARTICIPANT.
HOLDERS OF OLD NOTES WHOSE OLD NOTES ARE NOT IMMEDIATELY AVAILABLE, OR WHO ARE
UNABLE TO DELIVER THEIR OLD NOTES AND ALL OTHER DOCUMENTS REQUIRED BY THIS
LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE,
OR WHO ARE UNABLE TO COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY
BASIS, MUST TENDER THEIR OLD NOTES ACCORDING TO THE GUARANTEED DELIVERY
PROCEDURES SET FORTH IN THE PROSPECTUS UNDER THE CAPTION "EXCHANGE OFFER --
GUARANTEED DELIVERY PROCEDURES." DELIVERY OF DOCUMENTS 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
IN WHOSE NAME OLD NOTES ARE REGISTERED ON THE BOOKS OF THE COMPANY OR ANY OTHER
PERSON WHO HAS OBTAINED A PROPERLY COMPLETED BOND POWER FROM SUCH REGISTERED
HOLDER. 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 OLD NOTES MUST COMPLETE
THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
1. THE UNDERSIGNED HEREBY TENDERS TO THE COMPANY THE OLD NOTES
DESCRIBED IN THE BOX ENTITLED "DESCRIPTION OF OLD NOTES TENDERED" PURSUANT TO
THE COMPANY'S OFFER OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF NEW NOTES IN
EXCHANGE FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE OLD NOTES, UPON THE
TERMS AND SUBJECT TO THE CONDITIONS CONTAINED IN THE PROSPECTUS, RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED, AND IN THIS LETTER OF TRANSMITTAL.
2. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT HAS FULL
AUTHORITY TO TENDER THE OLD NOTES DESCRIBED ABOVE. THE UNDERSIGNED WILL, UPON
REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY TO
BE NECESSARY OR DESIRABLE TO COMPLETE THE TENDER OF OLD NOTES.
3. THE UNDERSIGNED UNDERSTANDS THAT THE TENDER OF THE OLD NOTES
PURSUANT TO ALL OF THE PROCEDURES SET FORTH IN THE PROSPECTUS WILL CONSTITUTE AN
AGREEMENT BETWEEN THE UNDERSIGNED AND THE COMPANY AS TO THE TERMS AND CONDITIONS
SET FORTH IN THE PROSPECTUS.
-2-
3
4. THE UNDERSIGNED ACKNOWLEDGE(S) THAT THE EXCHANGE OFFER IS BEING MADE
IN RELIANCE UPON INTERPRETATIONS CONTAINED IN NO-ACTION LETTERS ISSUED TO THIRD
PARTIES BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
INCLUDING EXXON CAPITAL HOLDINGS CORP., SEC NO-ACTION LETTER (AVAILABLE APRIL
13, 1989), MORGAN STANLEY & CO., INC., SEC NO-ACTION LETTER (AVAILABLE JUNE 5,
1991) AND SHEARMAN & STERLING, SEC NO-ACTION LETTER (AVAILABLE JULY 2, 1993),
THAT THE NEW NOTES ISSUED IN EXCHANGE FOR THE OLD NOTES PURSUANT TO THE EXCHANGE
OFFER MAY BE OFFERED FOR RESALE, RESOLD AND OTHERWISE TRANSFERRED BY HOLDERS
THEREOF (OTHER THAN A BROKER-DEALER WHO PURCHASED OLD NOTES EXCHANGED FOR SUCH
NEW NOTES DIRECTLY FROM THE COMPANY TO RESELL PURSUANT TO RULE 144A OR ANY OTHER
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND 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 NEW NOTES ARE ACQUIRED IN THE ORDINARY COURSE OF SUCH
HOLDERS' BUSINESS AND SUCH HOLDERS ARE NOT PARTICIPATING IN, AND HAVE NO
ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN, THE DISTRIBUTION OF SUCH NEW
NOTES.
5. Unless the box under the heading "Special Registration Instructions"
is checked, the undersigned hereby represents and warrants that:
(a) the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or not
the undersigned is the holder;
(b) neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such New Notes;
(c) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such New Notes; and
(d) neither the holder nor any such other person is an "affiliate," as
such term is defined under Rule 405 promulgated under the Securities Act, of the
Company.
6. The undersigned may, if unable to make all of the representations
and warranties contained in Item 5 above and as otherwise permitted in the
Registration Rights Agreement (as defined below), elect to have its Old Notes
registered in the shelf registration statement described in the Exchange and
Registration Rights Agreement, dated as of May 29, 2001 (the "Registration
Rights Agreement"), by and among the Company and the Initial Purchasers (as
defined therein). Such election may be made by checking the box below entitled
"Special Registration Instructions." By making such election, the undersigned
agrees, as a holder of Old Notes participating in a shelf registration, to
indemnify and hold harmless the Company, each of the directors of the Company,
each of the officers of the Company who signs such shelf registration statement,
each person who controls the Company within the meaning of either the Securities
Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
each other holder of Old Notes, from and against any and all losses, claims,
damages or liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any shelf registration statement or
prospectus, or in any supplement thereto or amendment thereof, or caused by the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but only with respect
to information relating to the undersigned furnished in writing by or on behalf
of the undersigned expressly for use in a shelf registration statement, a
prospectus or any amendments or supplements thereto. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.
7. If the undersigned is a broker-dealer that will receive New Notes
for its own account in exchange for Old 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. If the undersigned is a broker-dealer and Old Notes held for
its own account were
-3-
4
not acquired as a result of market-making or other trading activities, such Old
Notes cannot be exchanged pursuant to the Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon
the successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the New Notes in the name of
the undersigned.
-4-
5
List below the Old Notes to which this Letter of Transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amounts on a separate signed schedule and affix the list to this Letter of
Transmittal.
DESCRIPTION OF OLD NOTES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON OLD NOTES
(PLEASE FILL IN, IF BLANK) OLD NOTE(S) TENDERED
- --------------------------------------------------------------------------------------------------------------------
REGISTERED AGGREGATE PRINCIPAL AMOUNT PRINCIPAL
NUMBER(S)* REPRESENTED BY OLD NOTE(S) AMOUNT TENDERED**
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
* NEED NOTE BE COMPLETED BY BOOK-ENTRY HOLDERS.
** UNLESS OTHERWISE INDICATED, ANY TENDERING HOLDER OF OLD NOTES WILL BE DEEMED
TO HAVE TENDERED THE ENTIRE AGGREGATE PRINCIPAL AMOUNT REPRESENTED BY SUCH
OLD NOTES. ALL TENDERS MUST BE IN INTEGRAL MULTIPLES OF $1,000.
====================================================================================================================
METHOD OF DELIVERY
o Check here if tendered Old Notes are enclosed herewith.
o Check here if tendered Old Notes are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with a
Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution:
-----------------------------------------
Account Number:
--------------------------------------------------------
Transaction Code Number:
-----------------------------------------------
o Check here if tendered Old Notes are being delivered pursuant to a
Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s):
---------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------
Window Ticket Number (if available):
-----------------------------------
Name of Eligible Institution that guaranteed delivery:
Account Number (If delivered by book-entry transfer):
-5-
6
SPECIAL REGISTRATION INSTRUCTIONS
TO BE COMPLETED ONLY IF (i) THE UNDERSIGNED SATISFIES THE CONDITIONS
SET FORTH IN ITEM 6 ABOVE, (ii) THE UNDERSIGNED ELECTS TO REGISTER ITS OLD NOTES
IN THE SHELF REGISTRATION STATEMENT DESCRIBED IN THE REGISTRATION RIGHTS
AGREEMENT AND (iii) THE UNDERSIGNED AGREES TO INDEMNIFY CERTAIN ENTITIES AND
INDIVIDUALS AS SET FORTH IN ITEM 6 ABOVE. (SEE ITEM 6.)
[ ] By checking this box, the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in
Item 5 above, (ii) elects to have its Old Notes registered pursuant to
the shelf registration statement described in the Registration Rights
Agreement and (iii) agrees to indemnify certain entities and
individuals identified in, and to the extent provided in, Item 6 above.
SPECIAL BROKER-DEALER INSTRUCTIONS
[ ] 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:
---------------------------------------------------------------------
(Please Print)
Address:
------------------------------------------------------------------
(Including Zip Code)
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
(Signature(s) of Registered Holders of Old Notes):
-----------------------------
Dated:
------------------------------------------
(THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD
NOTES AS NAME(S) APPEAR(S) ON THE OLD NOTES OR ON A SECURITY POSITION LISTING,
OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY
COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE
TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF OLD 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 SIGNATURE IS BY A TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF 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. SEE INSTRUCTION 5 REGARDING COMPLETION OF THIS LETTER OF TRANSMITTAL,
PRINTED BELOW.)
-6-
7
Name(s):
-----------------------------------------------------------------------
(Please Type or Print)
Capacity:
----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
------------------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code)
of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Dated:
-7-
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES OR BOOK-ENTRY
CONFIRMATIONS.
All physically delivered Old Notes or any confirmation of a book-entry
transfer to the Exchange Agent's account at the Book-Entry Transfer Facility of
Old Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well
as a properly completed and duly executed copy of this Letter of Transmittal or
Agent's Message or facsimile hereof, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.
THE METHOD OF DELIVERY OF THE TENDERED OLD 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 OR CONFIRMED BY THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. 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
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF
TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Old Notes and whose Old Notes are not
immediately available or who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis and deliver an Agent's Message, must tender their Old
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures, a tender may be effected if the
Exchange Agent has received at its office, on or prior to the Expiration Date, a
letter, telegram or facsimile transmission from an Eligible Institution (as
defined in the Prospectus) setting forth the name and address of the tendering
holder, the name(s), in which the Old Notes are registered and the certificate
number(s) of the Old Notes to be tendered, and stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange trading
days after the date of execution of such letter, telegram or facsimile
transmission by the Eligible Institution, such Old Notes, in proper form for
transfer (or a confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at DTC), will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents). Unless Old Notes being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents), the Company may, at its
option, reject the tender.
Any holder of Old Notes who wishes to tender Old Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York
City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to holders who wish to tender their Old
Notes according to the guaranteed delivery procedures set forth above. See
"Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
3. TENDER BY HOLDER.
Only a registered holder of Old Notes may tender such Old Notes in the
Exchange Offer. Any beneficial holder of Old Notes who is not the registered
holder and who wishes to tender should arrange with the registered holder to
execute and deliver this Letter of Transmittal on his behalf or must, prior to
completing and executing this Letter of Transmittal and delivering his Old
Notes, either make appropriate arrangements to register ownership of the Old
Notes in such holder's name or obtain a properly completed bond power from the
registered holder.
4. PARTIAL TENDERS.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Old Notes is tendered,
the tendering holder should fill in the principal amount tendered in the third
-8-
9
column of the box entitled "Description of Old Notes Tendered" above. The entire
principal amount of Old Notes delivered to the Exchange Agent will be deemed to
shave been tendered unless otherwise indicated. If the entire principal amount
of all Old Notes is not tendered, then Old Notes for the principal amount of Old
Notes not tendered and New Notes issued in exchange for any Old Notes accepted
will be sent to the holder at his or her registered address, unless a different
address is provided in the appropriate box on this Letter of Transmittal,
promptly after the Old Notes are accepted for exchange.
5. SIGNATURES ON THIS 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 Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Notes without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
(or facsimile hereof) is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Old Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Notes listed and tendered hereby and the New
Notes issued in exchange therefor are to be issued (or any untendered principal
amount of Old Notes is to be reissued) to the registered holder, the said holder
need not and should not endorse any tendered Old Notes, nor provide a separate
bond power. In any other case, such holder must either properly endorse the Old
Notes tendered or transmit a properly completed separate bond power with this
Letter of Transmittal, with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Old Notes listed, such
Old Notes must be endorsed or accompanied by appropriate bond powers, in each
case signed as the name of the registered holder or holders appears on the Old
Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority to act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal
(or facsimile hereof) is signed by the registered holder(s) of the Old Notes
tendered herein (or by a participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of the tendered Old
Notes) and the New Notes are to be issued directly to such registered holder(s)
(or, if signed by a participant in the Book-Entry Transfer Facility, deposited
to such participant's account at such Book-Entry Transfer Facility) and neither
the box entitled "Special Delivery Instructions" nor the box entitled "Special
Registration Instructions" has been completed, or (ii) such Old Notes are
tendered for the account of an Eligible Institution. In all other cases, all
signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, in the applicable box or boxes, the
name and address (or account at the Book-Entry Transfer Facility) to which New
Notes or substitute Old Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
Tax law requires that a holder of any Old Notes that are accepted for
exchange must provide the Company (as payor) with its correct taxpayer
identification number ("TIN"), which, in the case of a holder who is an
individual is his or her social security number. If the Company is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by
Internal Revenue Service. (If withholding results in an overpayment of
-9-
10
taxes, a refund may be obtained). Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Old Notes are registered in more than one name or are not in the name of
the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever
steps necessary to comply with the Company's obligations regarding backup
withholding.
7. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Old 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 or all tenders
not in proper form or the acceptance for exchange of which may, in the opinion
of counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Exchange Offer or any defect or
irregularity in the tender of any Old Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the instructions on the
Letter of Transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Notes must be
cured within such time as the Company shall determine. Although the Company
intends to notify holders of defects or irregularities with respect to tenders
of Old Notes, neither the Company, the Exchange Agent, nor any other person
shall be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give such notification. Tenders of
Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old 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 the Letter of
Transmittal, as soon as practicable following the Expiration Date.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or part, any
of the conditions to the Exchange Offer set forth in the Prospectus or in this
Letter of Transmittal.
9. NO CONDITIONAL TENDER.
No alternative, conditional, irregular or contingent tender of Old
Notes on transmittal of this Letter of Transmittal will be accepted.
10. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Requests for assistance or for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
or telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
-10-
11
12. WITHDRAWAL.
Tenders may be withdrawn only pursuant to the limited withdrawal rights
set forth in the Prospectus under the caption "Exchange Offer--Withdrawal of
Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OLD NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL
HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
SUBSTITUTE PART I - PLEASE PROVIDE YOUR TIN IN Social Security Number:
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW. OR
Employer Identification Number:
DEPARTMENT OF THE TREASURY, PART II - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE "TAX INFORMATION AND
INTERNAL REVENUE SERVICE GUIDELINES" FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 ENCLOSED HEREWITH AND COMPLETE AS INSTRUCTED THEREIN.
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
or 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% of all reportable payments made to me thereafter will
be withheld until I provide a number.
(2) I am not subject to backup withholding because I am exempt from backup
withholding, I have not been notified by the Service that I am subject to backup
withholding as a result of a failure to report all interest or dividends or the
Service has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTION - You must cross out item (2) above if you have been
notified by the Service that you are subject to backup withholding because of
under reporting interest or dividends on your tax return unless you received a
subsequent notification from the Service stating that you are no longer subject
to backup withholding.
SIGNATURE: PART III -
--------------------------------------
NAME: Awaiting TIN y
-------------------------------------------
DATE: Please complete the Certificate of
------------------------------------------- Awaiting Taxpayer Identification Number
below.
-11-
12
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 TO THE PAYOR WITHIN 60
DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD
UNTIL I PROVIDE A NUMBER.
Signature Date
CERTIFICATE OF FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen or
resident (or I am signing for a foreign corporation, partnership, estate or
trust).
Signature Date
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payer.
- ------------------------------------------------------ ------------------------------------------------------------------
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY IDENTIFICATION
number of: For this type of account: number of:
- ------------------------------------------------------ ------------------------------------------------------------------
1. An individual's The individual 6. A valid trust, The legal entity (Do not
account estate, or pension trust furnish the identifying number
of the personal representative
or trustee unless the legal entity
itself is not designated in the
account title) (4)
2. Two or more The actual owner of the 7. Corporate account The corporation
individuals (joint account) account or, if combined
funds, any one of the
individuals(1)
3. Custodian account The minor (2) 8. Partnership The partnership
of a minor (Uniform Gift
to Minors Act)
-12-
13
4. a. The usual The grantor-trustee (1) 9. Association, The organization
revocable savings club, religious,
trust account (grantor is charitable or educational
also trustee) or other tax-exempt
organization
b. So-called trust The actual owner (1)
account that is not a
legal or valid trust under
State law
5. Sole proprietorship The owner (3) 10. A broker or The broker or nominee
account registered nominee
11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives agricultural
program payments
11. Account with the
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
The public entity
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security
number or, if you have one, your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
-13-
14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number. You may also obtain Form SS-4 by calling the IRS at
1-800-TAX-FORM.
If you do not have a TIN, but have applied for one, write "Applied for" in the
space for the TIN, sign and date the form and return it to the Exchange Agent.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o An organization exempt from tax under section 501(a), or an individual
retirement account.
o The United States or any wholly-owned agency or instrumentality
thereof.
o A State, the District of Columbia, a possession of the United States
or any political subdivision or wholly-owned agency or instrumentality
thereof.
o A foreign government, a political subdivision of a foreign government,
or any wholly-owned agency or instrumentality thereof.
o An international organization or any wholly-owned agency or
instrumentality thereof.
Payee specifically exempted from backup withholding on interest and dividend
payments include the following:
o A corporation.
o A financial institution.
o A registered dealer in securities or commodities registered in the
U.S., the District of Columbia, or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947.
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A foreign central bank issue.
o A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations. o Section 404(k)
payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to non-resident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THE FORM W-9 WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO
THE PAYER.
Certain payments other than dividends that are not subject to information
reporting are also not subject to backup withholding. For details, see the
regulations under sections 6041, 6041A(a), 6045, 6050A, 6050N and their
regulations.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the number for identification
purposes and to help verify the accuracy of tax returns. The IRS also may
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws. Payers must be given the
-14-
15
numbers whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
-15-