EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
8 7/8% SENIOR NOTES DUE 2008
OF
P&L COAL HOLDINGS CORPORATION
________________________________________________________________________________
THE SENIOR EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_______ __, 1998 (THE "EXPIRATION DATE") UNLESS EXTENDED
BY P&L COAL HOLDINGS CORPORATION
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EXCHANGE AGENT:
STATE STREET BANK AND TRUST COMPANY
_______________________________________________________________________________
By Hand/Overnight Courier: By Mail:
State Street Bank and Trust Company State Street Bank and Trust Company
P. O. Box 778 Two International Place
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attn.: Corporate Trust Department Attn.: Corporate Trust Department
Kellie Mullen Kellie Mullen
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By Facsimile: (617) 664-5314
Attn.: Corporate Trust Department
Telephone: (617) 664-5587
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated _____ __, 1998
(the "Prospectus") of P&L Coal Holdings Corporation (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe the
Company's offer (the "Senior Exchange Offer") to exchange $1,000 in principal
amount of the Company's new 8% Series B Senior Notes due 2008 (the "Senior
Exchange Notes") for each $1,000 in principal amount of outstanding 8% Senior
Notes due 2008 (the "Old Senior Notes"). The terms of the Senior Exchange Notes
are identical in all material respects (including principal amount, interest
rate and maturity) to the terms of the Old Senior Notes for which they may be
exchanged pursuant to the Senior Exchange Offer, except that the Senior Exchange
Notes are freely transferable by holders thereof (except as provided herein or
in the Prospectus) and are not subject to any covenant regarding registration
under the Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Senior Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE
CHECKING ANY BOX BELOW.
2
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. 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 Senior Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers
and Principal Amounts should be listed on a separate signed schedule affixed
hereto.
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DESCRIPTION OF OLD SENIOR NOTES TENDERED HEREWITH
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* PRINCIPAL AMOUNT TENDERED**
REPRESENTED BY
OLD SENIOR NOTES*
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Senior Notes.
See instruction 2.
This Letter of Transmittal is to be used either if certificates
representing Old Senior Notes are to be forwarded herewith or if delivery of Old
Senior Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Senior Exchange Offer--Procedures for Tendering Old
Senior Notes" in the Prospectus. Delivery of documents to the book-entry
transfer facility does not constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Senior Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Old Senior Notes are held of
record by DTC.
Holders whose Old Senior Notes are not immediately available or who cannot
deliver their Old Senior Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Old Senior
Notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Senior Exchange Offer--Procedures for Tendering Old
Senior Notes."
[ ] CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_____________________________________________
The Depository Trust Company
Account Number____________________________________________________________
Transaction Code Number___________________________________________________
3
[ ] CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A
SENIOR NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)_____________________________________________
Name of Eligible Institution that Guaranteed Delivery____________________
Date of Execution of Senior Notice of Guaranteed Delivery________________
If Delivered by Book-Entry Transfer:_____________________________________
Account Number___________________________________________________________
[ ] CHECK HERE IF SENIOR EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER
THAN PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name_____________________________________________________________________
(Please Print)
Address__________________________________________________________________
(Including Zip Code)
[ ] CHECK HERE IF SENIOR EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS
DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address__________________________________________________________________
(Including Zip Code)
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THIS PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name_____________________________________________________________________
Address__________________________________________________________________
If the undersigned, or the person receiving such Senior Exchange Notes,
whether or not such person is the undersigned, is not a broker-dealer, the
undersigned represents that neither it nor such person is engaged in, and does
not intend to engage in, a distribution of Senior Exchange Notes. If the
undersigned, or the person receiving such Senior Exchange Notes, whether or not
such person is the undersigned, is a broker-dealer that will receive Senior
Exchange Notes for its own account in exchange for Old Senior Notes that were
acquired as result of market-making activities or other trading activities, the
undersigned acknowledges that it or such person, as the case may be, will
deliver a prospectus in connection with any resale of such Senior Exchange Notes
pursuant to the Senior Exchange Offer; however, by so acknowledging and by
delivering a prospectus meeting the requirements of the Securities Act, neither
the undersigned nor such person will be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Any holder who is an
"affiliate" of the Company or who has an arrangement or understanding with
respect to the distribution of the Senior Exchange Notes to be acquired pursuant
to the Senior Exchange Offer, or any broker-dealer who purchased Old Senior
Notes from the Company to resell pursuant to Rule 144A under the Securities Act
or any other available exemption under the Securities Act, must comply with the
registration and prospectus delivery requirements under the Securities Act.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Senior Exchange Offer,
the undersigned hereby tenders to the Company the principal amount of the Old
Senior Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Senior Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Senior Notes. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
said Exchange Agent acts as the agent of the Company, in connection with the
Senior Exchange Offer) to cause the Old Senior Notes to be assigned, transferred
and exchanged. The undersigned represents and warrants that it has full power
and authority to tender, exchange, assign and transfer the Old Senior Notes and
to acquire Senior Exchange Notes issuable upon the exchange of such tendered Old
Senior Notes, and that, when the same are accepted for exchange, the Company
will acquire good and unencumbered title to the tendered Old Senior Notes, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim. The undersigned also warrants that it 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 tendered Old Senior Notes or transfer ownership of such Old Senior
Notes on the account books maintained by the book-entry transfer facility.
The Senior Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Senior Exchange Offer--Certain Conditions
to the Senior Exchange Offer." The undersigned recognizes that as a result of
these conditions (which may be waived, in whole or in part, by the Company), as
more particularly set forth in the Prospectus, the Company may not be required
to exchange any of the Old Senior Notes tendered hereby and, in such event, the
Old Senior Notes not exchanged will be returned to the undersigned at the
address shown above. In addition, the Company may amend the Senior Exchange
Offer at any time prior to the Expiration Date if any of the conditions set
forth under "The Senior Exchange Offer--Certain Conditions to the Senior
Exchange Offer" occur.
By tendering, each holder will represent to the Company that, among other
things, (a) the Senior Exchange Notes acquired pursuant to the Senior Exchange
Offer are being acquired in the ordinary course of business of the person
receiving such Senior Exchange Notes, whether or not such person is the holder,
(b) neither the holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such Senior
Exchange Notes and (c) neither the holder nor any such other person is an
"affiliate" of the Company as defined under Rule 405 of the Securities Act, or
if it is an affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. Any
holder of Old Senior Notes using the Senior Exchange Offer to participate in a
distribution of the Senior Exchange Notes (i) cannot rely on the position of the
staff of the Securities and Exchange Commission (the "Commission") enunciated in
its interpretive letter with respect to Exxon Capital Holdings Corporation
(available April 13, 1989) or similar letters and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction.
If the undersigned, or the person receiving such Senior Exchange Notes,
whether or not such person is the undersigned, is not a broker-dealer, the
undersigned represents that neither it nor such person is engaged in, and does
not intend to engage in, a distribution of Senior Exchange Notes. If the
undersigned, or the person receiving such Senior Exchange Notes, whether or not
such person is the undersigned, is a broker-dealer that will receive Senior
Exchange Notes for its own account in exchange for Old Senior Notes that were
acquired as a result of market-making activities or other trading activities,
the undersigned acknowledges that it or such person, as the case may be, will
deliver a prospectus in connection with any resale of such Senior Exchange
Notes; however, by so acknowledging and by delivering a prospectus, neither the
undersigned nor such person will be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
5
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Tendered Old Senior
Notes may be withdrawn at any time prior to the Expiration Date in accordance
with the terms of this Letter of Transmittal. See Instruction 2.
Certificates for all Senior Exchange Notes delivered in exchange for
tendered Old Senior Notes and any Old Senior Notes delivered herewith but not
exchanged, and in each case registered in the name of the undersigned, shall be
delivered to the undersigned at the address shown below the signature of the
undersigned.
6
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TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
Signature(s) of Holder(s)
Dated____________________________
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR OLD SENIOR NOTES. 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, PLEASE SET FORTH THE
FULL TITLE OF SUCH PERSON.) SEE INSTRUCTION 3.
Name(s)_______________________________________________________________________
______________________________________________________________________________
(Please Print)
Capacity (full title)_________________________________________________________
Address_______________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.___________________________________________________
Taxpayer Identification No.___________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTION 3)
Authorized Signature__________________________________________________________
Name__________________________________________________________________________
Title_________________________________________________________________________
Address_______________________________________________________________________
Name of Firm__________________________________________________________________
Area Code and Telephone No.___________________________________________________
Dated_________________________________________________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE SENIOR EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
A holder of Old Senior Notes may tender the same by (i) properly
completing and signing this Letter of Transmittal or a facsimile hereof (all
references in the Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates representing the Old Senior Notes being tendered and
any required signature guarantees and any other documents required by this
Letter of Transmittal, to the Exchange Agent at its address set forth above on
or prior to the Expiration Date (or complying with the procedure for book-entry
transfer described below) or (ii) complying with the guaranteed delivery
procedures described below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD SENIOR
NOTES AND ANY OTHER REQUIRED DOCUMENTS 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 SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO
PERMIT TIMELY DELIVERY. NO OLD SENIOR NOTES OR LETTERS OF TRANSMITTAL SHOULD BE
SENT TO THE COMPANY.
If tendered Old Senior Notes are registered in the name of the signer
of the Letter of Transmittal and the Senior Exchange Notes to be issued in
exchange therefor are to be issued (and any untendered Old Senior Notes are to
be reissued) in the name of the registered holder (which term, for the purposes
described herein, shall include any participant in DTC (also referred to as a
"book-entry transfer facility") whose name appears on a security listing as the
owner of Old Senior Notes), the signature of such signer need not be guaranteed.
In any other case, the tendered Old Senior Notes must be endorsed or accompanied
by written instruments of transfer in form satisfactory to the Company and duly
executed by the registered holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a bank, broker, dealer, credit
union, savings association, clearing agency or other institution (each an
"Eligible Institution") that is a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. If the Senior Exchange Notes and/or Old Senior
Notes not exchanged are to be delivered to an address other than that of the
registered holder appearing on the note register for the Old Senior Notes, the
signature on the Letter of Transmittal must be guaranteed by an Eligible
Institution.
The Exchange Agent will make a request within two business days after
the date of receipt of this Prospectus to establish accounts with respect to the
Old Senior Notes at the book-entry transfer facility for the purpose of
facilitating the Senior Exchange Offer, and subject to the establishment
thereof, any financial institution that is a participant in the book-entry
transfer facility's system may make book-entry delivery of Old Senior Notes by
causing such book-entry transfer facility to transfer such Old Senior Notes into
the Exchange Agent's account with respect to the Old Senior Notes in accordance
with the book-entry transfer facility's procedures for such transfer. Although
delivery of Old Senior Notes may be effected through book-entry transfer into
the Exchange Agent's account at the book-entry transfer facility, an appropriate
Letter of Transmittal with any required signature guarantee and all other
required documents must in each case be transmitted to and received or confirmed
by the Exchange Agent on or prior to the Expiration Date, or, if the guaranteed
delivery procedures described below are complied with, within the time period
provided under such procedures.
If a holder desires to accept the Senior Exchange Offer and time will
not permit a Letter of Transmittal or Old Senior Notes to reach the Exchange
Agent before the Expiration Date or the procedure for book-entry transfer cannot
be completed on a timely basis, a tender may be effected if the Exchange Agent
has received on or prior to the Expiration Date, a letter, telegram or facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier) from an Eligible Institution setting forth the
name and address of the tendering holder, the names in which the Old Senior
Notes are registered and, if possible, the certificate numbers
8
of the Old Senior Notes to be tendered, and stating that the tender is being
made thereby and guaranteeing that within three business days after the
Expiration Date, the Old Senior Notes in proper form for transfer (or a
confirmation of book-entry transfer of such Old Senior Notes into the Exchange
Agent's account at the book-entry transfer facility), 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 Senior 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 and duly executed Letter of Transmittal and any other
required documents), the Company may, at its option, reject the tender. Copies
of the notice of guaranteed delivery ("Senior Notice of Guaranteed Delivery")
which may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when (i)
the tendering holder's properly completed and duly executed Letter of
Transmittal accompanied by the Old Senior Notes (or a confirmation of book-entry
transfer of such Old Senior Notes into the Exchange Agent's account at the book-
entry transfer facility) is received by the Exchange Agent, or (ii) a Senior
Notice of Guaranteed Delivery or letter, telegram or facsimile transmission to
similar effect (as provided above) from an Eligible Institution is received by
the Exchange Agent. Issuances of Senior Exchange Notes in exchange for Old
Senior Notes tendered pursuant to a Senior Notice of Guaranteed Delivery or
letter, telegram or facsimile transmission to similar effect (as provided above)
by an Eligible Institution will be made only against deposit of the Letter of
Transmittal (and any other required documents) and the tendered Old Senior Notes
(or a confirmation of book-entry transfer of such Old Senior Notes into the
Exchange Agent's account at the book-entry transfer facility).
If the Letter of Transmittal signed by a person or persons other than
the registered holder or holders of Old Senior Notes, such Old Senior Notes must
be endorsed or accompanied by appropriate powers of attorney in a form
satisfactory to the Company, in either case signed exactly as the name or names
of the registered holder or holders appear on the Old Senior Notes.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Senior Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Old Senior Notes evidenced
by a submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Old Senior Notes submitted
but not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All Old Senior Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated.
Tenders of Old Senior Notes may be withdrawn at any time prior to the
Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal sent
by telegram, facsimile transmission (receipt confirmed by telephone) or letter
must be received by the Exchange Agent at the address set forth herein prior to
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having tendered the Old Senior Notes to be withdrawn (the
"Depositor"), (ii) identify the Old Senior Notes to be withdrawn (including the
certificate number or numbers of such Old Senior Notes and principal amount of
each such Old Note), (iii) specify the principal amount of Old Senior Notes to
be withdrawn, (iv) include a statement that such holder is withdrawing its
election to have such Old Senior Notes exchanged, (v) be signed by the holder in
the same manner as the original signature on the Letter of Transmittal by which
such Old Senior Notes were tendered or as otherwise described above (including
any required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee under the Indenture register the transfer of such
Old Senior Notes into the name of the person withdrawing the tender and (vi)
specify the name in which any such Old Senior Notes are to be registered, if
different from that of the Depositor. The Exchange Agent will return the
properly withdrawn Old Senior Notes
9
promptly following receipt of notice of withdrawal. If Old Senior Notes have
been tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn Old Senior Notes or
otherwise comply with the book-entry transfer facility procedure. All questions
as to the validity of notices of withdrawals, including time of receipt, will be
determined by the Company and such determination will be final and binding on
all parties.
Any Old Senior Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Senior Exchange Offer. Any
Old Senior Notes which have been tendered for exchange but which are not
exchanged for any reason will be returned to the holder thereof without cost to
such holder (or, in the case of Old Senior Notes tendered by book-entry transfer
into the Exchange Agent's account at the book-entry transfer facility pursuant
to the book-entry transfer procedures described above, such Old Senior Notes
will be credited to an account with such book-entry transfer facility specified
by the holder) as soon as practicable after withdrawal, rejection of tender or
termination of the Senior Exchange Offer. Properly withdrawn Old Senior Notes
may be retendered by following one of the procedures described under the caption
"Procedure for Tendering Old Senior Notes" in the Prospectus at any time on or
prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of
the Old Senior Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Old Senior Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Senior Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of Old
Senior Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the book-
entry transfer facility whose name appears on a security listing as the owner of
the Old Senior Notes) of Old Senior Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holder of the Old Senior Notes listed, such Old Senior
Notes must be endorsed or accompanied by separate written instruments of
transfer or exchange in form satisfactory to the Company and duly executed by
the registered holder, in either case signed exactly as the name or names of the
registered holder or holders appear(s) on the Old Senior Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Old Senior Notes are tendered: (i) by a
registered holder of such Old Senior Notes, for the holder of such Old Senior
Notes; or (ii) for the account of an Eligible Institution.
4. TRANSFER TAXES.
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The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Old Senior Notes pursuant to the Senior Exchange Offer.
If, however, certificates representing Senior Exchange Notes or Old Senior Notes
for principal amounts not tendered or accepted for exchange are to be delivered
to, or are to be issued in the name of, any person other than the registered
holder of the Old Senior Notes tendered, or if tendered Old Senior Notes are
registered in the name of any person other than the person signing the Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Old Senior Notes pursuant to the Senior 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
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Old Senior Notes listed in this Letter
of Transmittal.
5. WAIVER OF CONDITIONS.
The Company reserves the right to waive in its reasonable judgment, in
whole or in part, any of the conditions to the Senior Exchange Offer set forth
in the Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED OLD SENIOR NOTES.
Any holder whose Old Senior Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated above for
further instructions.
7. SUBSTITUTE FORM W-9.
Each holder of Old Senior Notes whose Old Senior Notes are accepted
for exchange (or other payee) is required to provide a correct taxpayer
identification number ("TIN"), generally the holder's Social Security or federal
employer identification number, and certain other information, on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
certify that the holder (or other payee) is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service
and 31% federal income tax backup withholding on payments made in connection
with the Senior Exchange Notes. The box in Part 3 of the Substitute Form W-9
may be checked if the holder (or other payee) 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 3 is checked and a TIN is not provided by the time any payment is made
in connection with the Senior Exchange Notes, 31% of all such payments will be
withheld until a TIN is provided.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Senior Exchange Offer, as
well as requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal, may be directed to Nine West Group Inc., 11933 Westline
Industrial Drive, St. Louis, Missouri 63146, Attention: Investor Relations
(telephone (314) 579-8812).
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER
WITH CERTIFICATES FOR OLD SENIOR NOTES (OR CONFIRMATION OF BOOK-ENTRY TRANSFER)
AND ALL OTHER REQUIRED DOCUMENTS) OR A SENIOR NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
11
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Old Senior Notes whose
Old Senior Notes are accepted for exchange may be subject to backup withholding
unless the holder provides The Bank of New York (as payor) (the "Paying Agent"),
through the Exchange Agent, with either (i) such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 attached hereto, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such holder of
Old Senior Notes is awaiting a TIN) and that (A) the holder of Old Senior Notes
has not been notified by the Internal Revenue Service that he or she is subject
to backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the holder of Old
Senior Notes that he or she is no longer subject to backup withholding; or (ii)
an adequate basis for exemption from backup withholding. If such holder of Old
Senior Notes is an individual, the TIN is such holder's social security number.
If the Paying Agent is not provided with the correct TIN, the holder of Old
Senior Notes may be subject to certain penalties imposed by the Internal Revenue
Service.
Certain holders of Old Senior Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. However, exempt holders of Old Senior
Notes should indicate their exempt status on Substitute Form W-9. For example,
a corporation must complete the Substitute Form W-9, providing its TIN and
indicating that it is exempt from backup withholding. In order for a foreign
individual to qualify as an exempt recipient, the holder must submit a Form W-8,
signed under penalties of perjury, attesting to that individual's exempt status.
A Form W-8 can be obtained from the Paying Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
If backup withholding applies, the Paying Agent is required to
withhold 31% of any such payments made to the holder of Old Senior Notes or
other payee. Backup withholding is not an additional tax. Rather, the tax
liability of persons 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 from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Old Senior Notes 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 3 is checked, the holder of Old Senior Notes or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number below in
order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Paying Agent will withhold 31% of all payments made prior to the
time a properly certified TIN is provided to the Paying Agent.
The holder of Old Senior Notes is required to give the Paying Agent
the TIN (e.g., social security number or employer identification number) of the
record owner of the Old Senior Notes. If the Old Senior Notes are in more than
one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
12
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PAYOR'S NAME: THE BANK OF NEW YORK, AS PAYING AGENT
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PART 1--PLEASE PROVIDE YOUR Social Security number(s) or
TIN IN THE BOX AT RIGHT AND Employer Identification Number(s)
SUBSTITUTE CERTIFY BY SIGNING AND
DATING BELOW.
PART 2--CERTIFICATION--Under penalties of perjury, I certify that:
FORM W-9 (1) The number shown on this form is my correct taxpayer identification
DEPARTMENT OF THE TREASURY number (or I am waiting for a number to be issued for me), and
INTERNAL REVENUE SERVICE
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no longer subject to backup
withholding.
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
NUMBER ("TIN") been notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return.
Signature________________________ PART 3--Awaiting TIN [ ]
Date_____________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU. 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.
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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 (1) 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
(2) 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 payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
__________________________________ ________________________________
Signature Date
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