EXHIBIT 99.1
LETTER OF TRANSMITTAL
of
INSIGHT MIDWEST, L.P.
and
INSIGHT CAPITAL, INC.
Offer to Exchange their 10 1/2% Senior Notes due 2010,
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"),
for any and all of their outstanding 10 1/2% Senior Notes due 2010
that were issued and sold in a transaction exempt from registration under the
Securities Act
Pursuant to the Prospectus dated , 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 2001 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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The Exchange Agent for the Offer is:
The Bank of New York
By Registered or Certified Mail: Facsimile Transmissions
The Bank of New York (Eligible Institutions Only):
101 Barclay Street, 7E (212) 815-6339
New York, New York 10286
Attention: Duong Nguyen, Reorganization Section
By Hand or Overnight Delivery To Confirm by Telephone
The Bank of New York or for information call:
101 Barclay Street, Ground Level Mr./Ms._____________________
Corporate Trust Services Window (212) 815-3687
New York, New York 10286
Attention: Duong Nguyen, Reorganization Section
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed either if (a) any
certificate(s) representing the Notes (as defined below) are to be forwarded
herewith to the Exchange Agent or (b) tenders of Notes to the Exchange Agent are
to be made pursuant to the procedures for tender by book-entry transfer set
forth under "The Exchange Offer--Book-Entry Delivery Procedure" in the
Prospectus and an Agent's Message (as defined below) is not delivered.
Certificate(s) representing the Notes or book-entry confirmation of a book-entry
transfer of such Notes into the Exchange Agent's account at The Depository Trust
Company ("DTC"), as well as this Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at the address set forth above on or prior to the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter of Transmittal. The term "book-entry
confirmation" means a confirmation of a book-entry transfer of Notes into the
Exchange Agent's account at DTC. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgement from the tendering participant, which acknowledgement states
that such participant has received and agrees to be bound by this Letter of
Transmittal and that Insight Midwest, L.P., a Delaware limited partnership
("Insight Midwest") and Insight Capital, Inc., a Delaware corporation ("Insight
Capital," and Insight Capital and Insight Midwest collectively, the "Issuers"),
may enforce this Letter of Transmittal against such participant.
Holders (as defined below) of Notes whose certificate(s) (the
"Certificate(s)") for such Notes are not immediately available or who cannot
deliver their Certificate(s) and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offer--Guaranteed Delivery Procedure" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF NOTES TENDERED
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If blank, please print name(s) and address(es)
of registered Holder(s), exactly as Notes
name(s) appear on Note Certificate(s) (Attach additional list if necessary)
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Aggregate
Principal Amount Principal Amount
Certificate of Notes of Notes Tendered
Number(s) of Represented by (if less than
Notes* Certificate(s) all)**
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Total:
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* Need not be completed by Holders tendering by book-entry transfer.
** Notes may be tendered in whole or in part in multiples of $1,000. All Notes held shall be
deemed tendered unless a lesser number is specified in this column. See Instruction 4.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution
-----------------------------------------------
DTC Account Number Transaction Code Number
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING
(SEE INSTRUCTIONS 1):
Name(s) of Registered Holder(s)
---------------------------------------------
Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
--------------------------
Name of Institution which Guaranteed Delivery
-------------------------------
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
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DTC Account Number Transaction Code Number
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[ ] CHECK HERE IF TENDERED BY BOOK ENTRY TRANSFER AND NON-EXCHANGED NOTES ARE TO
BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] 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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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers the above described principal
amount of the Issuers' 10 1/2% Senior Notes due 2010 (the "Notes") in exchange
for an equivalent amount of the Issuers' 10 1/2% Senior Notes due 2010 (the
"Exchange Notes"), which have been registered under the Securities Act upon the
terms and subject to the conditions set forth in the Prospectus dated
_____________, 2001 (as the same may be amended or supplemented from time to
time, the "Prospectus"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Prospectus, constitute the
"Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Issuers all right, title and interest in and to such Notes as are being tendered
herewith. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of the Issuers in connection with the
Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificate(s) for Notes to the Issuers together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Issuers, upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Notes to be issued in exchange for such Notes, (ii)
present Certificate(s) for such Notes for transfer, and to transfer the Notes on
the books of the Issuers, and (iii) receive for the account of the Issuers all
benefits and otherwise exercise all rights of beneficial ownership of such
Notes, all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Notes tendered hereby and that, when the same is accepted for exchange, the
Issuers will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Issuers or the Exchange Agent to be necessary or desirable to
complete the exchange, assignment and transfer of the Notes tendered hereby, and
the undersigned will comply with its obligations under the Exchange and
Registration Rights Agreement. The undersigned has read and agrees to all of
the terms of the Exchange Offer.
The name(s) and address(es) of the registered Holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificate(s) representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender should
be indicated in the appropriate boxes above.
If any tendered Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if Certificate(s) are submitted for more Notes than are tendered
or accepted for exchange, Certificate(s) for such nonexchange or nontendered
Notes will be returned (or, in the case of Notes tendered by book-entry
transfer, such Notes will be credited to an account maintained at DTC), without
expense to the tendering Holder, promptly following the expiration or
termination of the Exchange Offer.
The undersigned understands that the tenders of Notes pursuant to any one
of the procedures described in "The Exchange Offer--Procedures for Tendering
Initial Notes" in the Prospectus and in the instructions attached hereto will,
upon the Issuers' acceptance for exchange of such tendered Notes, constitute a
binding agreement between the undersigned and the Issuers upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under certain circumstances set forth in the Prospectors, the Issuers may
not be required to accept for exchange any of the Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificate(s) representing
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Notes, will be credited
to the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please deliver Exchange Notes
to the undersigned at the address shown below the undersigned's signature.
By tendering Notes and executing this Letter of Transmittal, or effecting
delivery of an Agent's Message in lieu thereof, the undersigned hereby
represents and agrees that (i) the undersigned's principal residence is in the
state of (fill in state) _____________, (ii) the undersigned is not an
"affiliate" of the Issuers, (iii) any Exchange Notes to be received by the
undersigned are being acquired in the ordinary course of its business, (iv) the
undersigned has no arrangement or understanding with any person to participate
in a distribution (within the meaning of the Securities Act) of Exchange Notes
to be received in the Exchange Offer, (v) if the undersigned is not a broker-
dealer, the undersigned is not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of such Exchange Notes
and (vi) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in no-action letters that are discussed in the
section of the Prospectus entitled "Exchange Offer--Exchange and Registration
Rights Agreement." The Issuers may require the undersigned, as a condition to
the undersigned's eligibility to participate in the Exchange Offer, to furnish
to the Issuers (or an agent thereof) in writing information as to the number of
"beneficial owners" within the meaning of Rule 13d-3 under the Exchange Act on
behalf of whom the undersigned holds the Notes to be exchanged in the Exchange
Offer. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes, it represents that the Notes to be
exchanged for Exchange Notes were acquired by it as a result of market-making
activities 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 Issuers have agreed that, subject to the provisions of the Exchange and
Registration Rights Agreement, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer (as
defined below) in connection with resales of Exchange Notes received in exchange
for Notes, where such Notes were acquired by such Participating Broker-Dealer
for its own account as a result of market-making activities or other trading
activities, for a period ending 180 days after the effective date of the
registration statement relating to the Exchange Notes (the "Effective Date")
(subject to extension under certain limited circumstances described in the
Prospectus) or, if earlier, when all such Exchange Notes has been disposed of by
such Participating Broker-Dealer. In that regard, each broker-dealer who
acquired Notes for its own account as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), by tendering such Notes and
executing this Letter of Transmittal or effecting delivery of an Agent's Message
in lieu thereof, agrees that, upon receipt of notice from the Issuers of the
occurrence of any event or the discover of any fact which makes any statement
contained or incorporated by reference in the Prospectus untrue in any material
respect or which causes the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Exchange and Registration Rights Agreement, such Participating Broker-Dealer
will suspend the sale of Exchange Notes pursuant to the Prospectus until the
Issuers have amended or supplemented the Prospectus to correct such misstatement
or omission and have furnished copies of the amended or supplemented Prospectus
to the Participating Broker-Dealer or the Issuers have given notice that the
sale of the Exchange Notes may be resumed, as the case may be. If the Issuers
give such notice to suspend the sale of the Exchange Notes, it shall extend the
180-day period referred to above during which Participating Broker-Dealers are
entitled to use the Prospectus in connection with the resale of Exchange Notes
by the number of days during the period from and including the date of the
giving of such notice to and including the date when Participating Broker-
Dealers shall have received copies of the supplemented or amended Prospectus
necessary to permit resales of the Exchange Notes or to and including the date
on which the Issuers have given notice that the sale of Exchange Notes may be
resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange for
Notes pursuant to the Exchange Offer must notify the Issuers, or cause the
Issuers to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in the
Prospectus under "The Exchange Offer--Exchange Agent."
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Notes tendered hereby. All authority
herein conferred or agreed to be conferred in this Letter of Transmittal shall
survive the death or incapacity of the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned. Except as stated in
the Prospectus, this tender is irrevocable.
The undersigned, by completing the box entitled "Description of Notes"
above and signing this letter, will be deemed to have tendered the Notes as set
forth in such box.
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IMPORTANT
HOLDERS: SIGN HERE
(Please Complete Substitute Form W-9 herein)
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Signature(s) of Holder(s)
Date:
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(Must be signed by the registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Notes hereby tendered or on a security position listing
or by person(s) authorized to become registered Holder(s) by certificates and
documents transmitted herewith. If signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of corporation or other
person acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 2 below.)
Name(s):
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(Please Print)
Capacity (full title):
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Address:
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(Include Zip Code)
Area Code and Telephone No.:
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(See Substitute Form W-9 herein)
GUARANTEE OF SIGNATURE(S)
(See Instruction 2 below)
Authorized Signature:
Name:
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(Please Type or Print)
Title:
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Name of Firm:
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Address:
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(Include Zip Code)
Area Code and Telephone No.:
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Date:
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__________________________________________________________ ___________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--SEE (SIGNATURE GUARANTEE REQUIRED--SEE
INSTRUCTION 2) INSTRUCTION 2)
TO BE COMPLETED ONLY if Exchange Notes or Notes not tendered TO BE COMPLETED ONLY if Exchange Notes or Notes not tendered
are to be issued in the name of someone other than the are to be sent to someone other than the registered Holder of
registered Holder of the Notes whose name(s) appear(s) the Notes whose name(s) appear(s) above, or such registered
above. Holder at an address other than shown above.
[ ] Notes not tendered to: [ ] Notes not tendered to:
[ ] Exchange Notes to: [ ] Exchange Notes to:
Name _____________________________________________________ Name _______________________________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address __________________________________________________ Address ____________________________________________________
__________________________________________________________ ____________________________________________________________
__________________________________________________________ ___________________________________________________________
(INCLUDE ZIP CODE)
___________________________________________________________
__________________________________________________________ ___________________________________________________________
(TAX IDENTIFICATION OR (INCLUDE ZIP CODE)
SOCIAL SECURITY NUMBER)
__________________________________________________________ ___________________________________________________________
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of Letter of Transmittal and Certificates: Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificate(s) are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Book-Entry Delivery Procedure" in the Prospectus and an Agent's
Message is not delivered. Certificates, or timely confirmation of a book-entry
transfer of such Notes into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in lieu
thereof. Notes may be tendered in whole or in part in integral multiples of
$1,000.
Holders who wish to tender their Notes and (i) whose Notes are not
immediately available or (ii) who cannot deliver their Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedure" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Issuers, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificate(s)
(or a book-entry confirmation) representing all tendered Notes, in proper form
for transfer, together with a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date, all as provided in "The Exchange Offer--Guaranteed Delivery
Procedure" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice of Guaranteed
Delivery. For Notes to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "Eligible
Institution" means a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.
The method of delivery of Certificates, this Letter of Transmittal and all
other required documents is at the option and sole risk of the tendering Holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, then registered mail with return receipt
requested, properly insured, or overnight delivery service is recommended. In
all cases, sufficient time should be allowed to ensure timely delivery.
The Issuers will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:
i. this Letter of Transmittal is signed by the registered Holder (which
term, for purposes of this document, shall include any participant in
DTC whose name appears on a security position listing as the owner of
the Notes (the "Holder")) of Notes tendered herewith, unless such
Holder(s) has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions"
above, or
ii. such Notes are tendered for the account of a firm that is an Eligible
Institution.
In all other cases, an Eligible Institution must guarantee this
signature(s) on this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Notes" is inadequate, the Certificate number(s) and/or the
principal amount of Notes and any other required information should be listed on
a separate signed schedule which is attached to this Letter of Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Notes will be accepted
only in integral multiples of $1,000. If less that all the Notes evidence by any
Certificate submitted are to be tendered, fill in the principal amount of Notes
which are to be tendered in the box entitled "Principal Amount of Notes
Tendered." In such case, new Certificate(s) for the remainder of the Notes that
were evidenced by your old Certificate(s) will only be sent to the Holder of the
Notes, promptly after the Expiration Date. All Notes represented by Certificates
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Except as otherwise provided herein, tenders of Notes may be withdrawn at
any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written notice of withdrawal or facsimile
transmission of such notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus on or prior to the Expiration Date. Any
such notice of withdrawal must specify the name of the person who tendered the
Notes to be withdrawn, the aggregate principal amount of Notes to be withdrawn,
and (if Certificates for Notes have been tendered) the name of the registered
Holder of the Notes as set forth on the Certificate for the Notes, if different
form that of the person who tendered such Notes. If Certificates for the Notes
have been delivered or otherwise identified to the Exchange Agent, then prior to
the physical release of such Certificates for the Notes, the tendering Holder
must submit the serial numbers shown on the particular Certificates for the
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Notes tendered for
the account of a Eligible Institution. If Notes have been tendered pursuant to
the procedures for book-entry transfer set forth in the Prospectus under "The
Exchange Offer--Book-Entry Delivery Procedure," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Notes, in which case a notice of withdrawal will be effective if
delivered to the Exchange Agent by written, telegraphic, telex or facsimile
transmission. Withdrawals of tenders of Notes may not be rescinded. Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under: "The Exchange Offer--Procedure for Tendering Initial Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuers, in their
discretion, whose determination shall be final and binding on all parties. The
Issuers, any affiliates or assigns of the Issuers, the Exchange Agent or any
other person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Notes which have been tendered but which are
withdrawn will be returned to the Holder thereof without cost to such Holder
promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered Holder(s) of the Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.
If any Notes tendered hereby is owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificate(s) 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 person should so indicate when signing and, unless waived by the
Issuers, must submit proper evidence satisfactory to the Issuers, in its sole
discretion, of each such person's authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) is required unless Exchange Notes are to be issued in the
name of a person other than the registered Holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is singed by a person other than the
registered owner(s) of the Notes listed, the Certificate(s) must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificate(s), and also must be
accompanied by such opinions of counsel, certifications and other information as
the Issuers of the Trustee for the Notes may require in accordance with the
restrictions of transfer applicable to the Notes. Signatures on such
Certificate(s) or bond powers must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
See Instruction 4.
7. Irregularities. The Issuers will determine, in their discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Notes, which determination
shall be final and binding on all parties. The Issuers reserve the absolute
right to reject any and all tenders determined by it not to be in proper form or
the acceptance of which, or exchange for which, may, in the view of counsel to
the Issuers be unlawful. The Issuers also reserve the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer set forth
in the Prospectus under "The Exchange Offer--Conditions for the Exchange Offer"
or any conditions or irregularities in any tender of Notes of any particular
Holder whether or not similar conditions or irregularities are waived in the
case of other Holders. The Issuers' interpretation of the terms and conditions
of the Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Notes will be deemed to have
been validly made until all irregularities with respect to such tender have been
cured or waived. The Issuers, any affiliates or assigns of the Issuers, the
Exchange Agent, or any other person shall not be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.
-9-
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. Backup Withholding; Substitute Form W-9. Under U.S. federal income tax
law, a Holder (including, for purposes of this section, beneficial owners of the
Notes) whose tendered Notes is accepted for exchange is required to provide the
Exchange Agent with such Holder's correct taxpayer identification number ("TIN")
on Substitute Form W-9 below. If the Exchange Agent is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the Holder or
other payee to a $50 penalty. In addition, payments to such Holders or other
payees with respect to Notes exchanged pursuant to the Exchange Offer may be
subject to backup withholding at a rate equal to the fourth lowest tax rate
applicable to unmarried individuals, which decreases several times between 2001
and 2010. For amounts paid after August 6, 2001, the backup withholding rate is
30.5%. For amounts paid during 2002 and 2003, the backup withholding rate
decreases to 30%.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
Holder or other payee must also complete the box captioned Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 2 is checked and the box
captioned Certificate of Awaiting Taxpayer Identification Number is completed,
the Holder will be subject to backup withholding on all payments made prior to
the time a properly certified TIN is provided to the Exchange Agent. The
Exchange Agent will retain such amounts withheld during the 60-day period
following the date of the Substitute Form W-9. If the Holder furnishes the
Exchange Agent with its TIN within 60 days after the date of the Substitute Form
W-9, the amounts retained during the 60-day period will be remitted to the
Holder and no further amounts shall be retained or withheld from payments made
to the Holder thereafter. If, however, the Holder has not provided the Exchange
Agent with its TIN within such 60-day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, backup withholding will apply to
all payments made thereafter until a correct TIN is provided.
Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Such Holders should nevertheless
complete the attached Substitute Form W-9 and write "Exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed and
appropriate IRS Form W-8, signed under penalties of perjury, attesting to that
Holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which Holders are exempt from backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained, provided that the required
information is furnished to the IRS.
10. Waiver of Conditions. The Issuers reserve the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. No Conditional Tenders. No alternative, conditional or contingent
tenders will be accepted. All tendering Holders of Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of Notes for exchange.
Neither the Issuers, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Notes
nor shall any of them incur any liability for failure to give any such notice.
12. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the Holder should
promptly notify the Exchange Agent. The Holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.
13. Security Transfer Taxes. Holders who tender their Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of the Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(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 the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering Holder.
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PAYER'S NAME: THE BANK OF NEW YORK
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Substitute Part 1-- PLEASE PROVIDE YOUR TIN TIN:-------------------------------
Form W-9 IN THE BOX AT RIGHT AND CERTIFY Social Security Number or Employer
Department of the Treasury BY SIGNING AND DATING BELOW Identification Number
Internal Revenue Service
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Payer's Request for Taxpayer Part 2-- TIN Applied for [ ]
Identification Number ("TIN")
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Certification: Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued
to me);
(2) I am not subject to backup withholding either because: (a) 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 (b) the IRS has
notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions--You must cross out item (2) above 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. However, if after being
notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you
were no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
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Signature Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU IN CONNECTION WITH 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 ARE AWAITING (OR WILL SOON
APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
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 Officer 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, all
reportable payments made to me thereafter will be subject to backup
withholding until I provide such number.
Signature Date
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