EXHIBIT 99.2
LETTER OF TRANSMITTAL
FOR
9 5/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
P&L COAL HOLDINGS CORPORATION
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THE SENIOR SUBORDINATED 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
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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 Subordinated Exchange Offer") to exchange $1,000 in
principal amount of the Company's new 9% Series B Senior Subordinated Notes due
2008 (the "Senior Subordinated Exchange Notes") for each $1,000 in principal
amount of outstanding 9% Senior Subordinated Notes due 2008 (the "Old Senior
Subordinated Notes"). The terms of the Senior Subordinated Exchange Notes are
identical in all material respects (including principal amount, interest rate
and maturity) to the terms of the Old Senior Subordinated Notes for which they
may be exchanged pursuant to the Senior Subordinated Exchange Offer, except that
the Senior Subordinated 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 Subordinated Exchange Offer.
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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
3
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 Subordinated 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 SUBORDINATED NOTES TENDERED HEREWITH
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AGGREGATE
PRINCIPAL AMOUNT
REPRESENTED BY
OLD SENIOR
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE SUBORDINATED PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* NOTES* TENDERED**
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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 Subordinated
Notes. See instruction 2.
This Letter of Transmittal is to be used either if certificates
representing Old Senior Subordinated Notes are to be forwarded herewith or if
delivery of Old Senior Subordinated 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 Subordinated
Exchange Offer--Procedures for Tendering Old Senior Subordinated 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
Subordinated 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 Subordinated Notes are held of record by DTC.
Holders whose Old Senior Subordinated Notes are not immediately available
or who cannot deliver their Old Senior Subordinated Notes and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date must tender their Old Senior Subordinated Notes according to the guaranteed
delivery procedure set forth in the Prospectus under the caption "The Senior
Subordinated Exchange Offer--Procedures for Tendering Old Senior Subordinated
Notes."
[ ] CHECK HERE IF TENDERED OLD SENIOR SUBORDINATED 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____________________________________________________________
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Transaction Code Number___________________________________________________
[ ] CHECK HERE IF TENDERED OLD SENIOR SUBORDINATED NOTES ARE BEING DELIVERED
PURSUANT TO A SENIOR SUBORDINATED 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 Subordinated Notice of Guaranteed Delivery____
If Delivered by Book-Entry Transfer:
Account Number____________________________________________________________
[ ] CHECK HERE IF SENIOR SUBORDINATED 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 SUBORDINATED 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 Subordinated
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 Subordinated
Exchange Notes. If the undersigned, or the person receiving such Senior
Subordinated Exchange Notes, whether or not such person is the undersigned, is a
broker-dealer that will receive Senior Subordinated Exchange Notes for its own
account in exchange for Old Senior Subordinated 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 Subordinated Exchange
Notes pursuant to the Senior Subordinated 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 Subordinated
Exchange Notes to be acquired pursuant to the Senior Subordinated Exchange
Offer, or any broker-dealer who purchased Old Senior Subordinated 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 Subordinated
Exchange Offer, the undersigned hereby tenders to the Company the principal
amount of the Old Senior Subordinated Notes indicated above. Subject to, and
effective upon, the acceptance for exchange of the Old Senior Subordinated 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 Subordinated 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 Subordinated Exchange Offer)
to cause the Old Senior Subordinated 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 Subordinated
Notes and to acquire Senior Subordinated Exchange Notes issuable upon the
exchange of such tendered Old Senior Subordinated Notes, and that, when the same
are accepted for exchange, the Company will acquire good and unencumbered title
to the tendered Old Senior Subordinated 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 Subordinated Notes or transfer ownership of such Old Senior
Subordinated Notes on the account books maintained by the book-entry transfer
facility.
The Senior Subordinated Exchange Offer is subject to certain conditions as
set forth in the Prospectus under the caption "The Senior Subordinated Exchange
Offer--Certain Conditions to the Senior Subordinated 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 Subordinated Notes tendered hereby and, in such event, the Old Senior
Subordinated Notes not exchanged will be returned to the undersigned at the
address shown above. In addition, the Company may amend the Senior Subordinated
Exchange Offer at any time prior to the Expiration Date if any of the conditions
set forth under "The Senior Subordinated Exchange Offer--Certain Conditions to
the Senior Subordinated Exchange Offer" occur.
By tendering, each holder will represent to the Company that, among other
things, (a) the Senior Subordinated Exchange Notes acquired pursuant to the
Senior Subordinated Exchange Offer are being acquired in the ordinary course of
business of the person receiving such Senior Subordinated 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 Subordinated 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 Subordinated Notes using the
Senior Subordinated Exchange Offer to participate in a distribution of the
Senior Subordinated 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 Subordinated
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 Subordinated
Exchange Notes. If the undersigned, or the person receiving such Senior
Subordinated Exchange Notes, whether or not such person is the undersigned, is a
broker-dealer that will receive Senior Subordinated Exchange Notes for its own
account in exchange for Old Senior Subordinated 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
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any resale of such Senior Subordinated 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.
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
Subordinated 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 Subordinated Exchange Notes delivered in
exchange for tendered Old Senior Subordinated Notes and any Old Senior
Subordinated 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.
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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 SUBORDINATED 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__________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
SENIOR SUBORDINATED EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
A holder of Old Senior Subordinated 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 Subordinated 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
SUBORDINATED 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 SUBORDINATED NOTES OR
LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.
If tendered Old Senior Subordinated Notes are registered in the name
of the signer of the Letter of Transmittal and the Senior Subordinated Exchange
Notes to be issued in exchange therefor are to be issued (and any untendered Old
Senior Subordinated 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 Subordinated
Notes), the signature of such signer need not be guaranteed. In any other case,
the tendered Old Senior Subordinated 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 Subordinated Exchange Notes
and/or Old Senior Subordinated 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 Subordinated 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 Subordinated Notes at the book-entry transfer facility for the
purpose of facilitating the Senior Subordinated 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 Subordinated Notes by causing such book-entry transfer facility to
transfer such Old Senior Subordinated Notes into the Exchange Agent's account
with respect to the Old Senior Subordinated Notes in accordance with the book-
entry transfer facility's procedures for such transfer. Although delivery of Old
Senior Subordinated 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 Subordinated Exchange Offer
and time will not permit a Letter of Transmittal or Old Senior Subordinated
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
9
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
Subordinated Notes are registered and, if possible, the certificate numbers of
the Old Senior Subordinated 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 Subordinated Notes in proper form for transfer
(or a confirmation of book-entry transfer of such Old Senior Subordinated 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 Subordinated 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
Subordinated 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 Subordinated Notes (or a confirmation
of book-entry transfer of such Old Senior Subordinated Notes into the Exchange
Agent's account at the book-entry transfer facility) is received by the Exchange
Agent, or (ii) a Senior Subordinated 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
Subordinated Exchange Notes in exchange for Old Senior Subordinated Notes
tendered pursuant to a Senior Subordinated 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
Subordinated Notes (or a confirmation of book-entry transfer of such Old Senior
Subordinated 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 Subordinated Notes, such Old
Senior Subordinated 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 Subordinated 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 Subordinated Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Old Senior Subordinated
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 Subordinated Notes submitted but not tendered will be sent to such holder
as soon as practicable after the Expiration Date. All Old Senior Subordinated
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise clearly indicated.
Tenders of Old Senior Subordinated 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 Subordinated Notes to be withdrawn
(the "Depositor"), (ii) identify the Old Senior Subordinated Notes to be
withdrawn (including the certificate number or numbers of such Old Senior
Subordinated Notes and principal amount of each such Old Note), (iii) specify
the principal amount of Old Senior Subordinated Notes to be withdrawn,
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(iv) include a statement that such holder is withdrawing its election to have
such Old Senior Subordinated 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 Subordinated 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 Subordinated Notes into the name of the person
withdrawing the tender and (vi) specify the name in which any such Old Senior
Subordinated Notes are to be registered, if different from that of the
Depositor. The Exchange Agent will return the properly withdrawn Old Senior
Subordinated Notes promptly following receipt of notice of withdrawal. If Old
Senior Subordinated 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 Subordinated 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 Subordinated Notes so withdrawn will be deemed not to
have been validly tendered for exchange for purposes of the Senior Subordinated
Exchange Offer. Any Old Senior Subordinated 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
Subordinated 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 Subordinated 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 Subordinated Exchange Offer. Properly withdrawn Old Senior Subordinated
Notes may be retendered by following one of the procedures described under the
caption "Procedure for Tendering Old Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes) of Old Senior Subordinated 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 Subordinated Notes listed, such
Old Senior Subordinated 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
Subordinated 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.
11
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 Subordinated Notes are tendered:
(i) by a registered holder of such Old Senior Subordinated Notes, for the holder
of such Old Senior Subordinated Notes; or (ii) for the account of an Eligible
Institution.
4. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Old Senior Subordinated Notes pursuant to the Senior
Subordinated Exchange Offer. If, however, certificates representing Senior
Subordinated Exchange Notes or Old Senior Subordinated 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 Subordinated Notes tendered, or if tendered Old Senior Subordinated 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 Subordinated Notes pursuant to the Senior
Subordinated 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 Subordinated 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 Subordinated Exchange
Offer set forth in the Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED OLD SENIOR SUBORDINATED NOTES.
Any holder whose Old Senior Subordinated 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 Subordinated Notes whose Old Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
12
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 SUBORDINATED NOTES (OR CONFIRMATION OF BOOK-
ENTRY TRANSFER) AND ALL OTHER REQUIRED DOCUMENTS) OR A SENIOR SUBORDINATED
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO THE EXPIRATION DATE.
13
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Old Senior Subordinated
Notes whose Old Senior Subordinated 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 Subordinated Notes is awaiting a TIN)
and that (A) the holder of Old Senior Subordinated 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 Subordinated 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 Subordinated
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
Subordinated Notes may be subject to certain penalties imposed by the Internal
Revenue Service.
Certain holders of Old Senior Subordinated 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 Subordinated 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 Subordinated
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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes. If the Old
Senior Subordinated 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.
14
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PAYOR'S NAME: THE BANK OF NEW YORK, AS PAYING AGENT
- ---------------------------------------------------------------------------------------------------------
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________________________________
- -------------------------------------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
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