Exhibit 99.1
LETTER OF TRANSMITTAL
for
9 1/2% Senior Notes due 2008
of
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2001, UNLESS EXTENDED (SUCH TIME AND DATE,
AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE").
The Exchange Agent is:
The Bank of New York
For Overnight Delivery, Delivery by Hand or Delivery by Registered or
Certified Mail:
The Bank of New York
101 Barclay Street, Reorg 7 East
New York, New York 10286
Attention:
By Facsimile Transmission
(For Eligible Institutions only):
(212) 815-
Confirm facsimile by telephone only:
(212) 815-
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2001 (the "Prospectus") of The Kansas City Southern Railway Company (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together describe the Company's offer (the "Exchange Offer") to exchange
its 9 1/2% Senior Notes due 2008 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for an equal aggregate principal amount of its outstanding 9 1/2%
Senior Notes due 2008 (the "Outstanding Notes" and, together with the Exchange
Notes, the "Notes") from the holders thereof. The Outstanding Notes are, and
the Exchange Notes will be, guaranteed by Kansas City Southern Industries,
Inc. (the "Parent") and certain of the Parent's subsidiaries.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes are freely transferable by holders
thereof (except as provided herein or in the Prospectus).
All capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus.
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.
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 Exchange Offer.
Please read the entire Letter of Transmittal and the Prospectus carefully
before checking any box below.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Letter of Transmittal. The minimum permitted tender is $1,000
in principal amount. All other tenders must be in integral multiples of
$1,000.
DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
- -------------------------------------------------------------------------------
Aggregate
Principal
Amount
Name(s) and Address(es) of Registered Represented by Principal
Holder(s) Certificate Outstanding Amount
(Please fill in) Number(s)* Notes Tendered**
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------
* 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 Outstanding
Notes. See Instruction 2 below.
Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Outstanding Notes
are registered or any other person who has obtained a properly completed bond
power from the registered holder or any person whose Outstanding Notes are
held of record by The Depository Trust Company ("DTC").
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. 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 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. A broker-dealer may
not participate in the Exchange Offer with respect to Outstanding Notes
acquired other than as a result of market-making activities or other trading
activities. Any holder who is an "affiliate" of the Company or who has an
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arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who
purchased Outstanding 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.
[_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
DTC Account Number ________________ Transaction Code Number _________________
[_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Names(s) of Registered Holders(s) ___________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Eligible Institution that Guaranteed Delivery _______________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution _______________________________________________
DTC Account Number ________________ Transaction Code Number _________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED
OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER
SET FORTH ABOVE.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name ________________________________________________________________________
Address: ____________________________________________________________________
3
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5)
(See Instructions 3, 4 and 5)
To be completed ONLY if To be completed ONLY if
certificates for Outstanding Notes certificates for Outstanding Notes
in a principal amount not tendered, in a principal amount not tendered,
or Exchange Notes issued in or Exchange Notes issued in
exchange for Outstanding Notes exchange for Outstanding Notes
accepted for exchange, are to be accepted for exchange, are to be
issued in the name of someone other sent to someone other than the
than the undersigned. undersigned, or to the undersigned
at an address other than that shown
above.
Issue certificate(s) to:
Deliver certificate(s) to:
Name _______________________________
(Please Print) Name _______________________________
(Please Print)
Address ____________________________
Address ____________________________
____________________________________
(Include Zip Code) ____________________________________
(Include Zip Code)
____________________________________ ____________________________________
(Tax Identification or Social (Tax Identification or Social
Security Number) Security Number)
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
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 principal amount of the
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of, all or any portion of the Outstanding Notes
tendered with this Letter of Transmittal in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to such Outstanding Notes
that are being tendered herewith. 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 the Exchange
Agent also acts as the agent of the Issuers, in connection with the Exchange
Offer) to cause the Outstanding 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 Outstanding Notes and
to acquire Exchange Notes issuable upon the exchange of such tendered
Outstanding Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Outstanding
Notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned and any beneficial owner of
the Outstanding Notes tendered hereby further represent and warrant that (i)
the Exchange Notes acquired by the undersigned and any such beneficial owner
of Outstanding Notes pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such Exchange Notes, (ii)
neither the undersigned nor any such beneficial owner has an arrangement with
any person to participate in the distribution of such Exchange Notes, (iii)
neither the undersigned nor any such beneficial owner nor any such other
person is engaging in or intends to engage in a distribution of such Exchange
Notes and (iv) neither the undersigned nor any such other person is an
"affiliate," as defined under Rule 405 promulgated under the Securities Act,
of the Company. The undersigned and each beneficial owner acknowledge and
agree that any person who is an affiliate of the Company or who tenders in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a resale transaction of
the Exchange Notes acquired by such person and may not rely on the position of
the staff of the Securities and Exchange Commission set forth in no-action
letters discussed in the Prospectus under the caption "The Exchange Offer--
Resale of the Exchange Notes." The undersigned and each beneficial owner 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 the Outstanding Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if the Company has
given oral notice (confirmed in writing) or written notice thereof to the
Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange pursuant to
the Exchange Offer because of an invalid tender, the occurrence of certain
other events set forth in the Prospectus or otherwise, any such unaccepted
Outstanding Notes will be returned, without expense, to the undersigned at the
address shown below or at a different address as may be indicated herein under
"Special Delivery Instructions" as promptly as practicable after the
Expiration Date.
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, personal representatives,
successors and assigns of the undersigned.
5
The undersigned understands that tenders of Outstanding Notes pursuant to
the procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
Unless otherwise indicated herein under "Special Exchange Instructions,"
please cause the Exchange Notes be issued, and return any Outstanding Notes
not tendered or not accepted for exchange, in the name(s) of the undersigned
(and in the case of Outstanding Notes tendered by book-entry transfer, by
credit to the account at DTC). Similarly, unless otherwise indicated herein
under "Special Delivery Instructions," please mail any certificates for
Outstanding Notes not tendered or not accepted for exchange (and accompanying
documents, as appropriate), and any certificates for Exchange Notes, to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both the "Special Exchange Instructions" box and the "Special
Delivery Instructions" box are completed, please cause the Exchange Notes to
be issued, and return any Outstanding Notes not tendered or not accepted for
exchange, in the name(s) of, and deliver any certificates for such Outstanding
Notes or Exchange Notes to, the person(s) so indicated (and in the case of
Outstanding Notes tendered by book-entry transfer, by credit to the account at
DTC so indicated). The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Exchange Instructions," to transfer any
Outstanding Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Outstanding Notes so tendered.
Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent prior to the Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis, may tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
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TENDERING HOLDER(S) SIGN HERE
_____________________________________________________________________________
_____________________________________________________________________________
Signature (s) of Registered Holder(s) or Authorized Signatory)
Date: _______________________________
Date: _______________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Outstanding Notes hereby tendered or in whose name
Outstanding Notes are registered on the books of DTC or one of its
participants, or by any person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted herewith. 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 below.)
Name(s): ____________________________________________________________________
_____________________________________________________________________________
(Please Print)
Capacity: ___________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.: ________________________________________________
Taxpayer Identification No. or Social Security No.: _________________________
GUARANTEE OF SIGNATURE(S)
(If Required--See Instruction 3 below)
Authorized Signature: _______________________________________________________
Name: _______________________________________________________________________
(Please type or print)
Title: ______________________________________________________________________
Name of Firm: _______________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.: ________________________________________________
Date: _______________________________________________________________________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures.
A holder of Outstanding 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, if applicable, representing the Outstanding 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 prior to the Expiration Date, or (ii) complying with the
procedure for book-entry transfer described below, or (iii) complying with the
guaranteed delivery procedures described below.
Holders of Outstanding Notes may tender Outstanding Notes by book-entry
transfer by crediting the Outstanding Notes to the Exchange Agent's account at
DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer.
DTC participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
a computer-generated message (an "Agent's Message") to the Exchange Agent for
its acceptance in which the holder of the Outstanding Notes acknowledges and
agrees to be bound by the terms of, and makes the representations and
warranties contained in, this Letter of Transmittal, the DTC participant
confirms on behalf of itself and the beneficial owners of such Outstanding
Notes all provisions of this Letter of Transmittal (including any
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant
identified in the Agent's Message. DTC participants may also accept the
Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.
The method of delivery of this Letter of Transmittal, the Outstanding 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 Outstanding Notes or Letters of Transmittal should
be sent to the Issuers.
Holders wishing to participate in the Exchange Offer, but whose Outstanding
Notes are not immediately available or who cannot deliver their Outstanding
Notes and all other required documents to the Exchange Agent prior to the
Expiration Date or comply with book-entry transfer procedures on a timely
basis may tender their Outstanding Notes pursuant to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) prior to the Expiration Date, the Exchange Agent must have received from
such Eligible Institution a letter, telegram or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) setting forth the name and address of the tendering holder,
the names in which such Outstanding Notes are registered, and if applicable,
the certificate numbers of the Outstanding Notes to be tendered; and (iii) all
tendered Outstanding Notes (or a confirmation of any book-entry transfer of
such Outstanding Notes into the Exchange Agent's account at a book-entry
transfer facility) as well as this Letter of Transmittal and all other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the
date of execution of such letter, telegram or facsimile transmission, all as
provided in the Prospectus.
8
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 Outstanding Notes for exchange.
2. Partial Tenders; Withdrawals.
Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of Outstanding Notes
evidenced by a submitted certificate is tendered, the tendering holder must
fill in the aggregate principal amount of Outstanding Notes tendered in the
box entitled "Description of Outstanding Notes Tendered Herewith." A newly
issued certificate for the Outstanding Notes submitted but not tendered will
be sent to such holder as soon as practicable after the Expiration Date. All
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Outstanding Notes, a written
notice of withdrawal must: (i) be received by the Exchange Agent at one of the
addresses for the Exchange Agent set forth above before the Company notifies
the Exchange Agent that it has accepted the tender of Outstanding Notes
pursuant to the Exchange Offer; (ii) specify the name of the person who
tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding
Notes to be withdrawn (including the principal amount of such Outstanding
Notes, or, if applicable, the certificate numbers shown on the particular
certificates evidencing such Outstanding Notes and the principal amount of
Outstanding Notes represented by such certificates); (iv) include a statement
that such holder is withdrawing its election to have such Outstanding Notes
exchanged; and (v) be signed by the holder in the same manner as the original
signature on this Letter of Transmittal (including any required signature
guarantee). The Exchange Agent will return the properly withdrawn Outstanding
Notes promptly following receipt of notice of withdrawal. If Outstanding 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 Outstanding
Notes or otherwise comply with the book-entry transfer facility's procedures.
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 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 with such book-entry transfer facility specified by the
holder) 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 described under the caption "The
Exchange Offer--Procedures for Tendering" in the Prospectus at any time prior
to the Expiration Date.
3. Signatures 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
Outstanding Notes tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
9
If any of the Outstanding 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 Outstanding 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 Outstanding
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 Outstanding Notes) of Outstanding Notes listed and tendered
hereby, no endorsements of certificates or separate written instruments of
transfer or exchange are required unless Exchange Notes issued in exchange
therefor are to be issued, or Outstanding Notes are not tendered or not
exchanged are to be returned, in the name of any person other than the
registered holder. Signatures on any such certificates or separate written
instruments of transfer or exchange must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Outstanding Notes listed, such Outstanding
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 Outstanding 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
with this Letter of Transmittal.
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 must be guaranteed by an Eligible
Institution, unless Outstanding Notes are tendered: (i) by a holder who has
not completed the box entitled "Special Exchange Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal; or (ii) for the account
of an Eligible Institution (as defined below). In the event that the exhibit
signatures in this Letter of Transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member of a firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or another "eligible institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution"). If Outstanding Notes are registered in
the name of a person other than the signer of this Letter of Transmittal, the
Outstanding Notes surrendered for exchange must be endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by the Company, in its sole discretion, duly
executed by the registered holder with the signature thereon guaranteed by an
Eligible Institution.
4. Special Exchange and Delivery Instructions.
Tendering holders should indicate, as applicable, the name and address to
which the Exchange Notes or certificates for Outstanding Notes not tendered or
not accepted for exchange are to be issued or sent, if different from the name
and address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the tax identification 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.
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5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
and exchange of Outstanding Notes to it or its order pursuant to the Exchange
Offer. If, however, Exchange Notes or Outstanding Notes not tendered or
accepted for exchange are to be delivered to, or are registered or issued in
the name of any person other than the registered 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 and
exchange 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 person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exception
therefrom is not submitted herewith the amount of such transfer taxes will be
billed directly to such tendering holder.
6. Waiver of Conditions.
The Company expressly reserves the absolute right to waive, in whole or in
part, any of the conditions to the Exchange Offer set forth in the Prospectus.
7. Mutilated, Lost, Stolen or Destroyed Securities.
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.
8. Irregularities.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Letters of Transmittals or Outstanding Notes will
be resolved by the Company, whose determination shall be final and binding.
The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
the particular Outstanding Notes covered by any Letter of Transmittal or
tendered pursuant to such letter. None of the Company, the Exchange Agent or
any other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
9. Taxpayer Identification Number.
Federal income tax law generally requires that a tendering holder whose
Outstanding Notes are accepted for exchange must provide the Exchange Agent
with (i) such holder's correct taxpayer identification number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information"
below, or (ii) in the case of certain exempt foreign persons, the Substitute
Form W-8 below. If such tendering holder is an individual, the TIN is his or
her social security number. If a tendering holder does not provide the
Exchange Agent with its current TIN or an adequate basis for an exemption,
such tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service (the "IRS") in addition to backup withholding in an amount
equal to 31% of all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Certain foreign persons can qualify
for this exemption by submitting a Form W-8 or Substitute Form W-8 below,
signed under penalties of perjury and attesting to such person's foreign
status.
11
To prevent backup withholding, each tendering holder of Outstanding Notes
must provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,
(ii) the holder has not been notified by the IRS that such holder is subject
to backup withholding as a result of a failure to report all interest or
dividends or (iii) the IRS has notified the holder that such holder is no
longer subject to backup withholding. If the Outstanding 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 such holder does not provide its TIN to the Exchange Agent within
60 days, backup withholding will begin and continue until such holder
furnishes its TIN to the Exchange Agent.
10. 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 Exchange Offer, as well as
requests for assistance, may be directed to the Exchange Agent at the address
and telephone number indicated above.
IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof
(together with certificates of Outstanding Notes or confirmation of book-entry
transfer and all other required documents) or a notice of guaranteed delivery
must be received by the Exchange Agent prior to the Expiration Date.
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IMPORTANT TAX INFORMATION
The holder is required to give the Exchange Agent the social security
number or employer identification number of the holder of the Outstanding
Notes. If the Outstanding 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.
PAYER'S NAME:
- -------------------------------------------------------------------------------
Social
Part 1--Taxpayer Identification Security
SUBSTITUTE Number--For all accounts, enter Number(s)
Taxpayer Identification Number in
the box at right. (For most
individuals, this is your social
security number. For sole
proprietors or resident aliens, see
the W-9 Guidelines. For other
entities, it is your Employer
Identification Number. If you do
not have a number, see Obtaining a
Number in the enclosed W-9
Guidelines). Certify by signing and
dating below.
Form W-9 _______________
Department of the OR
Treasury Internal
Revenue Service
_______________
Payer's Request for Employer
Taxpayer Identification
Identification Number Number
("TIN") (If awaiting
TIN, write
"Applied For")
Note: If the account is in more
than one name, see chart in the
enclosed W-9 Guidelines to
determine which number to give the
payer.
-------------------------------------------------------
Part 2--For payees exempt from backup withholding,
see the enclosed W-9 Guidelines and complete as
instructed therein.
Certifications--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) and
(2) I am not subject to backup withholding because
(i) I am exempt from backup withholding, (ii) 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 (iii) the IRS has
notified me that I am no longer subject to
backup withholding.
(3) Any other information provided on this form is
true and correct.
Certification Instructions--You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends on
your tax returns. However, if after being notified
by the IRS that you were subject to backup
withholding you received another notification from
the IRS that you are no longer subject to backup
withholding, do not cross out item (2).
- -------------------------------------------------------------------------------
Signature ___________________________________________ Date ________________
_____________________________________________________
NAME (Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration 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 on
account of the Exchange Notes will be retained until I provide a taxpayer
identification number to the Exchange Agent and that, if I do not provide my
taxpayer identification number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and remitted to
the Internal Revenue Service until I provide a taxpayer identification
number.
Signature _______________________________________ Date ____________________
_________________________________________________
Name (Please Print)
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CERTIFICATE OF FOREIGN STATUS
SUBSTITUTE Certification:
Under penalties of perjury, I certify that
Form W-8 I am an exempt foreign person because:
Department of the 1) I am a nonresident alien individual or a
Treasury Internal foreign corporation, partnership, estate
Revenue Service or trust;
- --------------------------------- 2) I am an individual who has not been, and
plans not to be, present in the United
States for a total of 183 days or more
during the calendar year; and
3) I am neither engaged, nor plan to be
engaged during the year, in a United
States trade or business that has
effectively connected gains from
transactions with a broker or a barter
exchange.
Signature _____________________ Date _______________________________________
Print Name ____________________
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