Exhibit 99.1
FORM OF LETTER OF TRANSMITTAL
The Fairchild Corporation
OFFER TO EXCHANGE ITS 10 3/4% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS ISSUED AND OUTSTANDING 10 3/4% SENIOR SUBORDINATED
NOTES DUE 2009
PURSUANT TO THE PROSPECTUS, DATED JULY , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
The Bank of New York Trust Company of Florida, as Exchange Agent
By Registered or By Facsimile: By Hand or Overnight
Certified Mail: (904) 645-1930 Courier:
The Bank of New York The Bank of New York
Trust Company of Trust Company of
Florida Florida
Highwoods Plaza, 3rd Confirm by telephone: Highwoods Plaza, 3rd
Floor (904) 645-1955 Floor
10161 Centurion
10161 Centurion Parkway
Parkway Jacksonville, FL
Jacksonville, FL 32256
32256 Attention: John H.
Attention: John H. Speichert
Speichert
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated July , 1999 (the "Prospectus"), of The Fairchild
Corporation, a company organized under the laws of Delaware, and this Letter
of Transmittal, which together constitute the Company's offer (the "Exchange
Offer") to exchange up to $225,000,000 aggregate principal amount of the
Company's 10 3/4% Senior Subordinated Notes Due 2009 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 10 3/4% Senior Subordinated Notes Due 2009 (the "Outstanding
Notes"), which have not been so registered.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange 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 20, 1999. Outstanding Notes
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Accordingly, Holders whose Outstanding
Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such Outstanding Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes either if certificates are to be forwarded herewith or if a tender of
certificates for Outstanding 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--Procedures for Tendering Outstanding Notes"
section of the Prospectus. Holders of Outstanding Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Outstanding 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 of Transmittal
to the Exchange Agent on or prior to the Expiration Date, must tender their
Outstanding 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.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
1
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 Company the aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither
the Holder of such Outstanding Notes nor any such other person has an
arrangement or understanding with any person to participate in a distribution
of such Exchange Notes and that neither the Holder of such Outstanding Notes
nor any such other person is an "affiliate" (as defined in Rule 405 under the
Securities Act) of the Company.
The undersigned also 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 Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company 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 Exchange Notes are
acquired in the ordinary course of such Holder's business and such Holder has
no arrangement with any person to participate in a distribution of such
Exchange 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 Exchange Notes and has no arrangement or
understanding to participate in a distribution of Exchange Notes. If any
Holder is an affiliate of the Company, is engaged in or intends to engage in,
or has any arrangement or understanding with any person to participate in, a
distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, such Holder could not rely on the applicable interpretations of the
staff of the SEC and 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 Exchange Notes for its
own account in exchange for Outstanding 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 in
connection with any resale of such Exchange Notes. However, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal
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 Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" herein, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding
Notes not exchanged) in the name of the undersigned or, in the case of a book-
entry delivery of Outstanding Notes, please credit the account indicated below
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" herein,
please send the Exchange Notes (and, if applicable, substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) to the
undersigned at the address shown in the box herein entitled "Description of
Outstanding Notes Delivered."
2
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE
DEEMED TO HAVE TENDERED OUTSTANDING NOTES AS SET FORTH
IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers
and principal amount of Outstanding Notes should be listed on a separate
signed schedule affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES DELIVERED
- -------------------------------------------------------------------------------
Name(s) and Address of Registered Holder(s) Certificate Aggregate Principal Amount
(Please fill-in, if blank) Number(s)* Principal Amount Tendered**
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Totals:
*Need not be completed if Outstanding 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 Outstanding Notes represented by the listed
certificates. See Instruction 2. Outstanding 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 OUTSTANDING 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 ______________________________________________
Account Number _______________________ Transaction Code Number ____________
[_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder __________________________________________________
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 ADDITIONAL COPIES
OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. (UNLESS
OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name _______________________________________________________________________
Address ____________________________________________________________________
3
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
(See Instructions 3 and 4)
To be completed ONLY if
certificates for Outstanding To be completed ONLY if
Notes not exchanged and/or certificates for Outstanding
Exchange Notes are to be issued Notes not exchanged and/or
in the name of someone other than Exchange Notes are to be sent to
the person or persons whose someone other than the person or
signature(s) appear(s) on this persons whose signature(s)
Letter of Transmittal below or if appear(s) on this Letter of
Outstanding Notes delivered by Transmittal below or to such
book-entry transfer which are not person or persons at an address
accepted for exchange are to be other than shown in the box
returned by credit to an account entitled "Description of
maintained at the Book-Entry Outstanding Notes Delivered" on
Transfer Facility other than the this Letter of Transmittal above.
account indicated above.
Mail Exchange Notes and/or
Outstanding Notes to:
Issue Exchange Notes and/or
Outstanding Notes to:
Name: ____________________________
Name: ____________________________ (Please Type or Print)
(Please Type or Print)
Address: _________________________
Address: _________________________ (Zip
Code)
----------------------------------
(Zip Code)
[_] Credit unexchanged
Outstanding Notes delivered by
book-entry transfer to the Book-
Entry Transfer Facility account
set forth below.
----------------------------------
(Book-Entry Transfer Facility
Account)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN
LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE
PLEASE SIGN HERE
(All Tendering Holders Must Complete This Letter of Transmittal And
The Accompanying Substitute Form W-9)
Dated: __________,
X ________________________________________________________________________
X ________________________________________________________________________
(Signature(s)
Area Code and Telephone Number: _________________________________________
If a holder is tendering any Outstanding Notes, this letter must be
signed by the Holder(s) as the name(s) appear(s) on the certificate(s)
for the Outstanding Notes or by any person(s) authorized to become
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: ____________________________________________________________________
__________________________________________________________________________
(Please Type or Print)
Capacity (full title): ___________________________________________________
Address: _________________________________________________________________
__________________________________________________________________________
Telephone:________________________________________________________________
SIGNATURE GUARANTEE (If required by Instruction 3)
Signature(s) Guarantees by an Eligible Institution: ______________________
(Authorized Signature)
__________________________________________________________________________
(Title)
__________________________________________________________________________
(Name and Firm)
Dated: _______________, 1998
5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THE 10
3/4% SENIOR SUBORDINATED NOTES DUE 2009 OF THE FAIRCHILD CORPORATION,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, FOR ANY AND ALL OF THE ISSUED AND OUTSTANDING 10 3/4%
SENIOR SUBORDINATED NOTES DUE 2009 OF THE FAIRCHILD
CORPORATION
1. DELIVERY OF THIS LETTER AND OUTSTANDING NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by Holders of Outstanding
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--Procedures for Tendering Outstanding Notes"
section of the Prospectus. Certificates for all physically tendered
Outstanding Notes, or Book-Entry Confirmation, as the case may be, as well as
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile hereof) and any other documents required by this Letter of
Transmittal, 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. Outstanding Notes
tendered hereby must be in denominations of principal amount of $1,000 and any
integral multiple thereof.
Holders whose certificates for Outstanding 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 Outstanding 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) on or 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 of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Outstanding Notes and the amount of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or a Book-
Entry Confirmation, as the case may be, and any other documents required by
this Letter of Transmittal will be deposited by the Eligible Institution with
the Exchange Agent, and (iii) the certificates for all physically tendered
Outstanding Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter of
Transmittal, are deposited by the Eligible Institution within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Outstanding Notes
and all other required documents is at the election and risk of the tendering
Holders, but delivery will be deemed made only upon actual receipt or
confirmation by the Exchange Agent. If Outstanding Notes are sent by mail, it
is suggested that the mailing be registered mail, properly insured, with
return receipt requested, and 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 HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box
above entitled "Description of Outstanding Notes--Principal Amount Tendered."
A reissued certificate representing the balance of nontendered Outstanding
Notes will be sent to such tendering Holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal, promptly after the Expiration
Date. See Instruction 4. All of the Outstanding Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS, GUARANTEE OF
SIGNATURES.
If this Letter of Transmittal is signed by the Holder of the Outstanding
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 Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding 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 of Transmittal is signed by the Holder or Holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be
reissued, to a person other than the Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signatures on such certificates(s) must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the 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 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 of Transmittal 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
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY 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 OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OUTSTANDING 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 OUTSTANDING
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS"
OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II) FOR THE ACCOUNT OF
AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Outstanding Notes not
exchanged are to be issued or sent, if different from the name or address of
the person signing this Letter of Transmittal. 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 Outstanding Notes by
book-entry transfer may request that Outstanding 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
Outstanding Notes not exchanged will be returned to the name and address of
the person signing this Letter of Transmittal.
5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding Notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any
person other than the Holder of the Outstanding Notes tendered hereby, or if
tendered Outstanding Notes are registered in the name of any person other than
the person signing this Letter of Transmittal, or if a transfer tax is imposed
for any reason other than the transfer of Outstanding Notes to the Company 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 to such tendering Holder and the Exchange Agent will
retain possession of an amount of Exchange Notes with a face amount equal to
the amount of such transfer taxes due by such tendering Holder pending receipt
by the Exchange Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Outstanding Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the
acceptance of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Outstanding Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Outstanding Notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the Expiration Date. For a withdrawal to be
effective, a written notice of withdrawal must be received by the Exchange
Agent at one of the addresses set forth above. Any such notice of withdrawal
must specify the name of the person having tendered the Outstanding Notes to be
withdrawn, identify the Outstanding Notes to be withdrawn (including the
principal amount of such Outstanding Notes), and (where certificates for
Outstanding Notes have been transmitted) specify the name in which such
Outstanding Notes are registered, if different from that of the withdrawing
Holder. If certificates for Outstanding Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the release of such
certificates the withdrawing Holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless such Holder is an
Eligible Institution in which case such guarantee will not be required. If
Outstanding Notes have been tendered pursuant to the procedure for book-entry
transfer described above, 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 Outstanding 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 Company,
whose determination will be final and binding on all parties. Any Outstanding
Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding 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
Outstanding Notes will be credited to an account maintained with such Book-
Entry Transfer Facility for the Outstanding Notes) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Outstanding Notes may be retendered by following one of the
procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Notes" section of the Prospectus at any time on or prior to the
Expiration Date.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent at the address
indicated above.
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a Holder of Exchange
Notes is required to provide the Company (as payor) with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise
establish a basis for exemption from backup withholding to prevent backup
withholding on any Exchange Notes delivered pursuant to the Exchange Offer and
any payments received in respect of the Exchange Notes. If a Holder of
Exchange Notes is an individual, the TIN is such holder's social security
number. If the Company is not provided with the correct taxpayer
identification number, a Holder of Exchange Notes may be subject to a $50
penalty imposed by the Internal Revenue Service. Accordingly, each prospective
Holder of Exchange Notes to be issued pursuant to Special Issuance
Instructions should complete the attached Substitute Form W-9. The Substitute
Form W-9 need not be completed if the box entitled Special Issuance
Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective Holders of Exchange
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, a properly completed Internal Revenue Service Form
W-8 (which the Exchange Agent will provide upon request) signed under penalty
of perjury, attesting to the Holder's exempt status. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the Holder of Exchange Notes or other payee. Backup
withholding is not an additional United States federal income tax. Rather, the
United States federal income 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.
Purpose of Substitute Form W-9
To prevent backup withholding on any Exchange Notes delivered pursuant to
the Exchange Offer and any payments received in respect of the Exchange Notes,
each prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions should provide the Company, through the Exchange Agent,
with either: (i) such prospective Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such prospective Holder is awaiting a TIN) and that (A) such prospective
Holder 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 such prospective
Holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption.
What Number to Give the Exchange Agent
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held 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 regarding which number to report.
10
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: THE BANK OF NEW YORK
PART I--PLEASE PROVIDE YOUR
SUBSTITUTE TIN IN THE BOX AT RIGHT OR TIN: _________________
Form W-9 INDICATE THAT YOU APPLIED Social security number
FOR A TIN AND CERTIFY BY OR
Department of SIGNING AND DATING BELOW. ----------------------
the Treasury
Internal Employer identification
Revenue number
Service
TIN: Applied for [_]
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Payer's Request for
Taxpayer
Identification
Number ("TIN") and
Certification
(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
PART 2--CERTIFICATION--UNDER PENALTIES OF
PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me);
(3) any other information provided on this form is
true and correct.
Signature: _______________________ Date: _____________
You must cross out 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.
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF NEW NOTES TO BE ISSUED PURSUANT TO
THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF THE NEW NOTES DELIVERED TO YOU
PURSUANT TO THE EXCHANGE OFFER AND ANY PAYMENTS RECEIVED BY YOU IN
RESPECT OF THE NEW NOTES. 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 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% of all reportable payments made to me thereafter
will be withheld until I provide a number.
__________ ____________________
Signature Date