EXHIBIT 99.1
LETTER OF TRANSMITTAL
JAFRA COSMETICS INTERNATIONAL, INC. AND
JAFRA COSMETICS INTERNATIONAL, S.A. DE C.V., AS THE ISSUERS
Offer for all Outstanding
11 3/4% Senior Subordinated Notes Due 2008 of the Issuers
in Exchange for
11 3/4% Senior Subordinated Notes Due 2008 of the Issuers,
which Have Been Registered Under
the Securities Act of 1933, As Amended,
Pursuant to the Prospectus, dated October , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
NOVEMBER , 1998 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery To: State Street Bank and Trust Company, Exchange Agent
By Mail: By Overnight Courier:
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
Attention: Corporate Trust Department Attention: Corporate Trust Department
Kellie Mullen Kellie Mullen
---------------- ----------------
By Hand: in New York (as Drop Agent) By Hand: in Boston
State Street Bank and Trust Company, N.A. State Street Bank and Trust Company
61 Broadway, 15th Floor Two International Place
Corporate Trust Window Fourth Floor, Corporate Trust
New York, New York 10006 Boston, Massachusetts 02110
For Information Call:
(617) 664-5587
By Facsimile Transmission
(for Eligible Institutions only):
(617) 664-5314
Attention: Corporate Trust Department
Confirm by Telephone:
(617) 664-5314
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX BELOW
The undersigned acknowledges that he, she or it has received and reviewed
the Prospectus, dated October , 1998 (the "Prospectus"), of Jafra Cosmetics
International, Inc., a Delaware corporation, and Jafra Cosmetics
International, S.A. de C.V., a sociedad anonima de capital variable organized
under the laws of the United Mexican States (collectively, the "Issuers") and
this Letter of Transmittal (the "Letter"), which together constitute the
Issuers' offer (the "Exchange Offer") to exchange an aggregate principal
amount of up to $100,000,000 of their 11 3/4% Senior Subordinated Notes Due
2008 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of the
Issuers' issued and outstanding 11 3/4% Senior Subordinated Notes Due 2008
(the "Existing Notes") from the registered holders thereof (the "Holders").
For each Existing Note accepted for exchange, the Holder of such Existing
Note will receive a New Note having a principal amount equal to that of the
surrendered Existing Note. The New Notes will bear interest from the most
recent date to which interest has been paid on the Existing Notes or, if no
interest has been paid on the Existing Notes, from April 30, 1998.
Accordingly, registered Holders of New Notes on the relevant record date for
the first interest payment date following the consummation of the Exchange
Offer will receive interest accruing from the most recent date to which
interest has been paid or, if no interest has been paid, from April 30, 1998.
Existing Notes accepted for exchange will cease to accrue interest from and
after the date of consummation of the Exchange Offer. Holders of Existing
Notes whose Existing Notes are accepted for exchange will not receive any
payment in respect of accrued interest on such Existing Notes otherwise
payable on any interest payment date the record date for which occurs on or
after consummation of the Exchange Offer.
This Letter is to be completed by a Holder of Existing Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Existing Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Holders of
Existing Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender
of their Existing Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents
required by this Letter to the Exchange Agent on or prior to the Expiration
Date, must tender their Existing Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
List below the Existing Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Existing Notes should be listed on a separate signed schedule affixed hereto.
2
DESCRIPTION OF EXISTING NOTES 1 2 3
- ------------------------------------------------------------------------------
AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED PRINCIPAL PRINCIPAL
HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* EXISTING NOTE(S) TENDERED**
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
TOTAL
- ------------------------------------------------------------------------------
* NEED NOT BE COMPLETED IF EXISTING NOTES ARE BEING TENDERED BY BOOK-
ENTRY TRANSFER.
** UNLESS OTHERWISE INDICATED IN THIS COLUMN, A HOLDER WILL BE DEEMED TO
HAVE TENDERED ALL OF THE EXISTING NOTES REPRESENTED BY THE EXISTING NOTES
INDICATED IN COLUMN 2. SEE INSTRUCTION 2. EXISTING NOTES TENDERED HEREBY
MUST BE IN DENOMINATIONS OF PRINCIPAL AMOUNT OF $1,000 AND ANY INTEGRAL
MULTIPLE THEREOF. SEE INSTRUCTION 1.
[_]CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ____________ [_] The Depository Trust
Company
Account Number _____________________ Transaction Code Number _____________
[_]CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution Which Guaranteed Delivery ______________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ______________________ Transaction Code Number _____________
[_]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 WITHIN 90 DAYS AFTER THE EXPIRATION DATE.
Name: _________________________________________________________________________
Address: ______________________________________________________________________
__________________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Existing Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act of
1933, as amended, in connection with any resale of such New Notes; however, by
so acknowledging and by delivering such a prospectus the undersigned will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933, as amended. If the undersigned is a broker-dealer that
will receive New Notes, it represents that the Existing Notes to be exchanged
for the New Notes were acquired as a result of market-making activities or
other trading activities.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount of
Existing Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Existing Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Issuers all right,
title and interest in and to such Existing Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Existing Notes, with full power of substitution,
among other things, to cause the Existing Notes to be assigned, transferred
and exchanged. The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Existing Notes, and to acquire New Notes issuable upon the exchange of
such tendered Existing Notes, and that, when the same are accepted for
exchange, the Issuers will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim when the same are accepted by the Issuers. The
undersigned hereby further represents and warrants that any New Notes acquired
in exchange for Existing Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, that neither the Holder of such Existing
Notes nor any such other person is participating in, intends to participate in
or has an arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act of 1933, as amended
(the "Securities Act")) of such New Notes, that neither the Holder of such
Existing Notes nor any such other person is an "affiliate," as defined in Rule
405 under the Securities Act, of the Company, and that neither the Holder of
such Existing Notes nor such other person is acting on behalf of any person
who could not truthfully make the foregoing representations and warranties.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Existing Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holder's business and such Holder has no
arrangement with any person to participate in the distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context
of a no-action letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange Offer as in
other circumstances. If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of New Notes and has no arrangement or understanding
to participate in a distribution of New Notes. If any Holder is an affiliate
of the Issuers, is engaged in or intends to engage in or has any arrangement
or understanding with respect to the distribution of the New Notes to be
acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for Existing
Notes, it represents that the Existing Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
The SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the New Notes (other than a
resale of New Notes received in exchange for an unsold allotment from the
original sale of the Existing Notes) with the Prospectus. The Prospectus, as
it may be amended or
4
supplemented from time to time, may be used by such broker-dealers for a
period of time, starting on the Expiration Date and ending on the close of
business 90 days after the Expiration Date in connection with the sale or
transfer of such New Notes. The Issuers have agreed that, for such period of
time, it will make the Prospectus (as it may be amended or supplemented)
available to a broker-dealer which elects to exchange Existing Notes, acquired
for its own account as a result of market making or other trading activities,
for New Notes pursuant to the Exchange Offer (each a "Participating Broker-
Dealer") for use in connection with any resale of such New Notes. By accepting
the Exchange Offer, each broker-dealer that receives New Notes pursuant to the
Exchange Offer acknowledges and agrees to notify the Issuers prior to using
the Prospectus in connection with the sale or transfer of New Notes and that,
upon receipt of notice from the Issuers of the happening of any event which
makes any statement in the Prospectus untrue in any material respect or which
requires the making of any changes in the Prospectus in order to make the
statements therein not misleading, such broker-dealer will suspend use of the
Prospectus until (i) the Issuers have amended or supplemented the Prospectus
to correct such misstatement or omission and (ii) either the Issuers have
furnished copies of the amended or supplemented Prospectus to such broker-
dealer or, if the Issuers have not otherwise agreed to furnish such copies and
declines to do so after such broker-dealer so requests, such broker-dealer has
obtained a copy of such amended or supplemented Prospectus as filed with the
SEC. The Issuers agree, if requested, to deliver such notice and such amended
or supplemented Prospectus promptly to any Participating Broker-Dealer from
whom the Issuers have received prior written notice that it will be a
Participating Broker-Dealer in the Exchange Offer. Except as described above,
the Prospectus may not be used for or in connection with an offer to resell, a
resale or any other retransfer of New Notes. A broker-dealer that acquired
Existing Notes in a transaction other than as part of its market-making
activities or other trading activities will not be able to participate in the
Exchange Offer.
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 Existing Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Existing Notes for any Existing Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Existing Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the New Notes (and, if applicable, substitute certificates representing
Existing Notes for any Existing Notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Existing Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF EXISTING
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
EXISTING NOTES AS SET FORTH IN SUCH BOX ABOVE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
5
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X , 1998
X , 1998
Signature(s) of Owner Date
Area Code and Telephone Number ________________________________
If a Holder is tendering an Existing Note, this Letter must be
signed by the registered Holder(s) as the name(s) appear(s) on
the certificate(s) for the Existing Note or by any person(s)
authorized to become registered Holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 3.
Name(s) _______________________________________________________
---------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity: _____________________________________________________
Address: ______________________________________________________
_______________________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: ___________
(AUTHORIZED SIGNATURE)
_______________________________________________________________
(TITLE)
_______________________________________________________________
(NAME AND FIRM)
DATED::__________________________________________________, 1998
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN)
6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3,4 AND 6) (SEE INSTRUCTIONS 3,4 AND 6)
To be completed ONLY if To be completed ONLY if
certificates for Existing Notes certificates for Existing Notes
not exchanged and/or New Notes not exchanged and/or New Notes
are to be issued in the name of are to be sent to someone other
and sent to someone other than than the person or persons whose
the person or persons whose signature(s) appear(s) on this
signature(s) appear(s) on this Letter above or to such person
Letter above, or if Existing or persons at an address other
Notes delivered by book-entry than shown in the box entitled
transfer which are not accepted "Description of Existing Notes"
for exchange are to be returned on this Letter above.
by credit to an account
maintained at the Book-Entry
Transfer Facility other than the
account indicated above.
Mail: New Notes and/or Existing
Notes to:
Names(s) ________________________
Issue: New Notes and/or Existing
Notes to:
(PLEASE TYPE OR PRINT)
Name(s) _________________________
(PLEASE TYPE OR PRINT) _________________________________
(PLEASE TYPE OR PRINT)
_________________________________
(PLEASE TYPE OR PRINT) Address _________________________
Address _________________________ _________________________________
(ZIP CODE)
_________________________________
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
[_]Credit unexchanged Existing
Notes delivered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below.
_________________________________
(BOOK-ENTRY TRANSFER FACILITY)
ACCOUNT NUMBER, IF APPLICABLE)
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR EXISTING
NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE 11 3/4%
SENIOR SUBORDINATED NOTES DUE 2008 OF JAFRA COSMETICS INTERNATIONAL, INC.
AND JAFRA COSMETICS INTERNATIONAL, S.A. DE C.V.
IN EXCHANGE FOR THE 11 3/4% SENIOR SUBORDINATED NOTES DUE 2008 OF
JAFRA COSMETICS INTERNATIONAL, INC. AND JAFRA COSMETICS INTERNATIONAL, S.A. DE
C.V.,
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by Holders of Existing Notes either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Certificates for all physically tendered Existing Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering Holder
must comply with the guaranteed delivery procedures set forth below. Existing
Notes tendered hereby must be in denominations of principal amount of $1,000
and any integral multiple thereof.
Holders whose certificates for Existing Notes are not immediately available
or who cannot deliver their certificates and all other required documents to
the Exchange Agent on or prior to the Expiration Date, or who cannot complete
the procedure for book entry transfer on a timely basis, may tender their
Existing Notes pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution, (ii) prior to 5:00 P.M., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Letter (or a facsimile
thereof) and Notice of Guaranteed Delivery, substantially in the form provided
by the Issuers (by facsimile transmission, mail or hand delivery), setting
forth the name and address of the Holder of Existing Notes and the amount of
Existing Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered
Existing Notes, in proper form for transfer, or a Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Existing Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Existing Notes and all other
required documents is at the election and risk of the tendering Holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Existing Notes are sent by mail, it is suggested that
the mailing be registered mail, properly insured, with return receipt
requested, made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Existing Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Existing Notes to be tendered in the box above entitled
"Description of Existing Notes--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Existing Notes will be
sent to such tendering Holder, unless otherwise provided in the appropriate
box on this Letter, promptly after the Expiration Date. ALL OF THE EXISTING
NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
8
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered Holder of the Existing Notes
tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Existing Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Existing Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered Holder or Holders of the
Existing Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued, or any untendered Existing Notes are to be reissued, to a
person other than the registered Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered Holder or
Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must
be submitted.
ENDORSEMENTS ON CERTIFICATES FOR EXISTING NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A
FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND
BROKERAGE HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM OR
THE STOCK EXCHANGES MEDALLION PROGRAM (EACH AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE EXISTING NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF
EXISTING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE HOLDER OF SUCH EXISTING NOTES) WHO HAS NOT
COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL
DELIVERY INSTRUCTIONS" THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE
INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Existing Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and or substitute certificates evidencing Existing Notes not exchanged are to
be issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Existing Notes by book-entry transfer may request
that Existing Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such Holder may designate hereon. If no
such instructions are given, such Existing Notes not exchanged will be
returned to the name and address of the person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Existing Notes are accepted for exchange must provide the Issuers (as payors),
or the Paying Agent designated by the Issuers to act on its behalf,
9
with such Holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering Holder who is an
individual, is his or her social security number. If the Issuers are not
provided with the current TIN or an adequate basis for an exemption from
backup withholding, such tendering Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, the Exchange Agent may
be required to withhold 31% of the amount of any reportable payments made
after the exchange of such tendering Holder of New Notes. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Existing Notes (including, among others, all corporations
and certain foreign individual) are not subject to these backup withholding
and reporting requirements. See the enclosed Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines")
for additional instructions.
To prevent backup withholding, each tendering Holder of Existing Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying, under penalties of perjury, that the TIN provided is correct (or
that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result
of a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to
backup withholding. If the tendering Holder of Existing Notes is a nonresident
alien or foreign entity not subject to backup withholding, such Holder must
give the Exchange Agent a completed Form W-8, Certificate of Foreign Status.
This form may be obtained from the Exchange Agent. If the Existing Notes are
in more than one name or are not in the name of the actual owner, such Holder
should consult the W-9 Guidelines for information on which TIN to report. If
such Holder does not have a TIN, such Holder should consult the W-9 Guidelines
for instructions on applying for a TIN, check the box in Part 2 of the
Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: Checking
this box and writing "applied for" on the form means that such Holder has
already applied for a TIN or that such Holder intends to apply for one in the
near future. If the box in Part 2 of the Substitute Form W-9 is checked, the
Exchange Agent will retain 31% of reportable payments made to a Holder during
the sixty (60) day period following the date of the Substitute Form W-9. If
the Holder furnishes the Exchange Agent with his or her TIN within sixty (60)
days of the date of the Substitute Form W-9, the Exchange Agent will remit
such amounts retained during such sixty (60) day period to such Holder and no
further amounts will be retained or withheld from payments made to the Holder
thereafter. If, however, such holder does not provide its TIN to the Exchange
Agent within such sixty (60) day period, the Exchange Agent will remit such
previously withheld amounts to the Internal Revenue Service as backup
withholding and will withhold 31% of all reportable payments to the Holder
thereafter until such Holder furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Existing Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Existing Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered Holder of the Existing Notes tendered hereby, or if
tendered Existing Notes are registered in the name of any person other than
the person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Existing Notes to the Issuers or its order pursuant
to the Exchange Offer, 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 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE EXISTING NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
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8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Existing 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
Existing Notes nor shall any of them incur any liability for failure to give
any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED EXISTING NOTES.
Any Holder whose Existing Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. WITHDRAWAL RIGHTS.
Tenders of Existing Notes may be withdrawn at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Existing Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 P.M., New York City time, on the Expiration Date.
Any such notice of withdrawal must (i) specify the name of the person having
tendered the Existing Notes to be withdrawn (the "Depositor"), (ii) identify
the Existing Notes to be withdrawn (including certificate number or numbers
and the principal amount of such Existing Notes), (iii) contain a statement
that such Holder is withdrawing his election to have such Existing Notes
exchanged, (iv) be signed by the Holder in the same manner as the original
signature on the Letter by which such Existing Notes were tendered (including
any required signature guarantees) or be accompanied by documents of transfer
to have the Trustee with respect to the Existing Notes register the transfer
of such Existing Notes in the name of the person withdrawing the tender and
(v) specify the name in which such Existing Notes are registered, if different
from that of the Depositor. If Existing Notes have been tendered pursuant to
the procedure for book-entry transfer set forth in "The Exchange Offer--Book-
Entry Transfer" section of the Prospectus, 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 Existing Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Issuers, whose determination shall be final and binding on all parties.
Any Existing Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer and no New Notes will
be issued with respect thereto unless the Existing Notes so withdrawn are
validly retendered. Any Existing Notes that 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 Existing 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 set
forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus,
such Existing Notes will be credited to an account maintained with the Book-
Entry Transfer Facility for the Existing Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Existing Notes may be retendered by following the procedures
described above at any time on or prior to 5:00 P.M., New York City time, on
the Expiration Date.
11. 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, and requests for Notices
of Guaranteed Delivery and other related documents may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: STATE STREET BANK AND TRUST COMPANY, AS PAYING AGENT
PART 1-PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DAT-
ING BELOW
TIN:___________________
SUBSTITUTE
Social Security Number%
or Employer
identification number
Form W-9 Department of the Treasury Internal Revenue Service
-------------------------------------------------------------------
PAYOR'S
REQUEST
FOR
TAXPAYER
IDENTIFICATION
NUMBER
("TIN")
AND
CERTIFICATIONS
PART 2--TIN APPLIED FOR [_]
CERTIFICATION: UNDER THE 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
am exempt from backup withholding, or (b) 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 (c) the IRS has
notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and
correct.
SIGNATURE _____________________ DATE __________________________
- --------------------------------------------------------------------------------
You must cross our item (2) of the above certification 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 and you have not
been notified by the IRS that you are no longer subject to backup
withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the exchange, 31 percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
____________________________________ ____________________________________
SIGNATURE DATE
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER AND/OR THE
SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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