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EXHIBIT 99.1
DOANE PET CARE COMPANY
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
9 3/4% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR 9 3/4% SENIOR SUBORDINATED NOTES DUE 2007
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _____________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE")
OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE
DELIVER TO THE EXCHANGE AGENT:
WILMINGTON TRUST COMPANY
By Registered or Certified Mail or
Overnight Courier: By Hand in New York City: By Hand in Delaware:
Wilmington Trust Company Wilmington Trust Company Wilmington Trust Company
Rodney Square North c/o Harris Trust Co. of New York, 1105 North Market Street,
1100 North Market Street as Agent 1st Floor
Wilmington, Delaware 19890 88 Pine Street, 19th Floor Wilmington, Delaware 19890
Attn: Corporate Trust Operations Wall Street Plaza Attn: Corporate Trust Operations
New York, New York 10005
Attn: Corporate Trust Operations
By Facsimile Transmission:
(for Eligible Institutions Only)
(302) 651-1079
Confirm by Telephone:
(302) 651-1562
Kristin Long
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the prospectus
dated ___________, 1999 of Doane Pet Care Company, a Delaware corporation (the
"Company"), and this Letter of Transmittal, which together describe the offer of
the Company (the "exchange offer") to exchange the Company's 9 3/4% Senior
Subordinated Notes due 2007 (the "exchange notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a registration statement of which the prospectus is a part, for a like principal
amount of the Company's issued and outstanding 9 3/4% Senior Subordinated Notes
due 2007 (the "old notes"). Certain terms used but not defined herein have the
respective meanings 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 give notice of any extension by giving oral, confirmed in writing, or
written notice to the exchange agent and by making a public announcement by
press release to the Dow Jones News Service prior to 9:00 a.m., New York City
time, on the first business day after the previously scheduled expiration date.
The term "business day" shall mean any day that is not a Saturday, Sunday or day
on which banks are authorized by law to close in the State of New York.
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This Letter of Transmittal is to be used by a holder of old notes if
original old notes, if available, are to be forwarded herewith or an agent's
message 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 "The Exchange Offer -- Procedures for
Tendering Old Notes." 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
"The Exchange Offer -- Procedures for Tendering Old Notes -- Guaranteed
Delivery." See Instruction 2. 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 the 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.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
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
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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
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Aggregate Principal Principal
Registered Amount Represented by Amount
Number(s)* Note(s) Tendered**
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* Need not 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.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD 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 (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of registered holder(s) of old notes:
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Date of execution of Notice of Guaranteed Delivery:
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Window ticket number (if available):
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Name of eligible institution that guaranteed delivery:
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Account number (if delivered by book-entry transfer):
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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:
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Address:
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the exchange offer, the undersigned
hereby tenders to the Company for exchange the principal amount of old notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of old notes tendered in accordance with this Letter of
Transmittal, the undersigned hereby exchanges, assigns and transfers to the
Company all right, title and interest in and to the old notes tendered for
exchange hereby. The undersigned hereby irrevocably constitutes and appoints the
exchange agent, the agent and attorney-in-fact of the undersigned (with full
knowledge that the exchange agent also acts as the agent of the Company in
connection with the exchange offer) with respect to the tendered old notes with
full power of substitution to:
o deliver such old notes, or transfer ownership of such old notes on the
account books maintained by the book-entry transfer facility, to the
Company and deliver all accompanying evidences of transfer and
authenticity, and
o present such old notes for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial
ownership of such old notes,
all in accordance with the terms of the exchange offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the old notes
tendered hereby and to acquire the exchange notes issuable upon the exchange of
such tendered old notes, and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim, when the same are accepted
for exchange by the Company.
The undersigned acknowledge(s) that this 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 Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the exchange 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 exchange notes directly
from the Company to resell pursuant to Rule 144A or any other available
exemption 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 are not participating in, and have no arrangement with any person
to participate in, the distribution of such exchange notes. The undersigned
specifically represent(s) to the Company that:
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o any exchange notes acquired in exchange for old notes tendered hereby
are being acquired in the ordinary course of business of the person
receiving such exchange notes, whether or not the undersigned;
o the undersigned is not participating in, and has no arrangement with
any person to participate in, the distribution of exchange notes;
o neither the undersigned nor any such other person is an "affiliate" (as
defined in Rule 405 under the Securities Act) of the Company or a
broker-dealer tendering old notes acquired directly from the Company.
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. If the undersigned is a broker-dealer that will receive exchange
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 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 acknowledges that if the
undersigned is participating in the exchange offer for the purpose of
distributing the exchange notes:
o the undersigned cannot rely on the position of the staff of the SEC in
the Morgan Stanley Letter and similar SEC no-action letters, and, in
the absence of an exemption therefrom, must comply with the
registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the exchange
notes, in which case the registration statement must contain the
selling security holder information required by Item 507 or Item 508,
as applicable, of Regulation S-K of the SEC; and
o a broker-dealer that delivers such a prospectus to purchasers in
connection with such resales will be subject to certain of the civil
liability provisions under the Securities Act and will be bound by the
provisions of the registration agreement (including certain
indemnification rights and obligations).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the exchange agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the old notes
tendered hereby, including the transfer of such old notes on the account books
maintained by the book-entry transfer facility.
For purposes of the exchange offer, the Company shall be deemed to have
accepted for exchange validly tendered old notes when, as and if the Company
gives oral or written notice thereof to the exchange agent. Any tendered old
notes that are not accepted for exchange pursuant to the exchange offer for any
reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the expiration date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the acceptance of properly tendered old
notes by the Company pursuant to the procedures described under the caption "The
Exchange Offer -- Procedures for Tendering Old Notes" in the prospectus and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
exchange offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the exchange notes issued in exchange for the old notes accepted for
exchange and return any old notes not tendered or not exchanged, in the name(s)
of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the exchange notes issued in
exchange for the old notes accepted for exchange and any old notes not tendered
or not exchanged (and accompanying documents, as appropriate) to the undersigned
at the address shown below the undersigned's signature(s). In the event that
both "Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the exchange notes issued in exchange for the old notes
accepted for exchange in the name(s) of, and return any old notes not tendered
or not exchanged to, the person(s) so indicated. The undersigned recognizes that
the Company has no obligation pursuant to the "Special Issuance Instructions"
and "Special Delivery Instructions" to transfer any old notes from the name of
the registered holder(s) thereof if the Company does not accept for exchange any
of the old notes so tendered for exchange.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if old notes in a principal amount not tendered, or
exchange notes issued in exchange for old notes accepted for exchange, are to be
issued in the name of someone other than the undersigned, or (ii) if old notes
tendered by book-entry transfer that are not exchanged 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 old notes to:
Name:
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(Please Type or Print)
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Address:
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(include Zip Code)
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(Tax Identification or Social Security Number)
[ ] Credit unexchanged old notes delivered by book-entry transfer to the
book-entry transfer facility set forth below:
Book-entry transfer facility account number:
(Complete Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed only if old notes in a principal amount not tendered, or
exchange notes issued in exchange for old notes accepted for exchange, are to be
mailed or delivered to someone other than the undersigned, or to the undersigned
at an address other than that shown below the undersigned's signature.
Mail or deliver exchange notes and/or old notes to:
Name:
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(Please Type or Print)
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Address:
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(include Zip Code)
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(Tax Identification or Social Security Number)
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Reverse Side)
X
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X
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(Signature(s) of Registered Holders of Old Notes)
Dated: ________________________________________, 1999
(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
set forth his or her full title below and, unless waived by the Company, submit
evidence satisfactory to the Company of such person's authority so to act. See
Instruction 5 regarding the completion of this Letter of Transmittal, printed
below.)
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be guaranteed by an eligible institution.
Signature(s) guaranteed by an eligible institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
Dated:___________________________________________________________________ , 1999
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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 facsimile hereof) or agent's message, 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. 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:
o such tender must be made by or through a firm that is a member of a
registered national securities exchange or of the National Association
of Securities Dealers Inc., a commercial bank or a trust company having
an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (an "eligible institution");
o prior to the expiration date, the exchange agent must have received
from the eligible institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the holder of the old
notes, the registration number(s) of such old notes and the total
principal amount of old notes tendered, stating that the tender is
being made thereby and guaranteeing that, within five business days
after the expiration date, this Letter of Transmittal (or facsimile
hereof) together with the old notes in proper form for transfer (or a
book-entry confirmation) and any other documents required hereby, must
be deposited by the eligible institution with the exchange agent within
five business days after the expiration date; and
o the certificates for all physically tendered shares of old notes, in
proper form for transfer (or book-entry confirmation, as the case may
be) and all other documents required hereby are received by the
exchange agent within five business days after the expiration date.
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 "The Exchange Offer -- Procedures for Tendering Old Notes -- Guaranteed
Delivery" section of the prospectus.
3. Tender by Holder. Only a 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 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 have 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 exchange 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.
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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 record 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
exchange 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 :
o 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 exchange 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 Issuance Instructions" has
been completed; or
o 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 Issuance 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 exchange 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.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of old notes pursuant to the exchange offer. If,
however, exchange notes or old notes for principal amounts not tendered or
accepted for exchange 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 old notes
tendered hereby, or if tendered old notes are registered in the name of any
person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of old notes
pursuant to the exchange offer, then 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 with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. Tax Identification Number. Federal income 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
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holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
(If withholding results in an over-payment of 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:
o 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
o 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 on Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.
9. 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
and all old notes not properly tendered or any old notes the acceptance of which
would, in the opinion of the Company or its counsel, be unlawful. The Company
also reserves the absolute right to waive any conditions of the exchange offer
or defects or irregularities in tenders as to particular old notes. The
interpretation of the terms and conditions by the Company of the exchange offer
(which includes this Letter of Transmittal and the instructions hereto) shall 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. Neither the Company, the exchange agent nor any other
person shall be under any duty to give notification of defects or irregularities
with regard to tenders of old notes nor shall any of them incur any liability
for failure to give such notification.
10. 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.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of old notes or transmittal of this Letter of Transmittal will
be accepted.
12. 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.
13. Requests 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.
14. Withdrawal. Tenders may be withdrawn only pursuant to the withdrawal
rights set forth in the prospectus under the caption "The 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.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN
IN THE BOX AT THE RIGHT AND --------------------------------------------
FORM W-9 CERTIFY BY SIGNING AND DATING Social Security Number(s)
BELOW
OR
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
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Employer Identification Number
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PART 2-- Certification-- Under penalties PART 3--
of perjury, I certify that:
(1) The number shown on this form is my Awaiting TIN |_|
correct Taxpayer Identification
Number (or I am waiting for a number
to be issued to me) and
PAYER'S REQUEST FOR TAXPAYER (2) I am not subject to backup
IDENTIFICATION NUMBER (TIN) withholding either because I Please complete the Certificate
have not been notified by Internal of Awaiting Taxpayer Identification
Revenue Service ("IRS") that I am Number below.
subject to backup withholding as a
result of failure to report all
interest or dividends or the IRS has
notified me that I am no longer
subject to backup withholding.
Certification Instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax returns. 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 , 1999
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NAME (Please Print)
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE 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 to the payor within 60
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number.
, 1999
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Signature Date
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Name (Please Print)
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CERTIFICATE FOR 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).
, 1999
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Signature Date
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