Exhibit 99.1
LETTER OF TRANSMITTAL
for
7 1/2% Senior Notes due 2009
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 , 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME
MAY BE EXTENDED, THE "EXPIRATION DATE").
The Exchange Agent is:
U.S. Bank National Association
For Overnight Delivery, Delivery by Hand or Delivery by Registered or Certified
Mail:
U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Specialized Finance Group
By Facsimile Transmission
(For Eligible Institutions only):
(651) 244-1537
Confirm facsimile by telephone only:
(800) 934-6802
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 , 2002
(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 7 1/2%
senior notes due 2009 (the "new 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 7 1/2% senior notes due 2009 (the
"outstanding notes" and, together with the new notes, the "notes") from the
holders thereof. The outstanding notes are, and the new notes will be,
guaranteed by Kansas City Southern (the "Parent") and certain of the Parent's
subsidiaries.
The terms of the new 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 new 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.
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DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
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Aggregate Principal
Name(s) and Address(es) of Registered Holder(s) Certificate Amount Represented Principal Amount
(Please fill in) Number(s)* by Outstanding Notes Tendered**
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal
amount represented by such outstanding notes. See Instruction 2 below.
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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 new
notes. If the undersigned is a broker-dealer that will receive new 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 new
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 arrangement or
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understanding with respect to the distribution of the new 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: ___________________________________________________________________
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SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5) (See Instructions 3, 4 and 5)
To be completed ONLY if certificates for To be completed ONLY if certificates for
outstanding notes in a principal amount not outstanding notes in a principal amount not
tendered, or new notes issued in exchange for tendered, or new notes issued in exchange for
outstanding notes accepted for exchange, are to be outstanding notes accepted for exchange, are to be
issued in the name of someone other than the sent to someone other than the undersigned, or to
undersigned. 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 Security Number) ___________________________________________________
(Tax Identification or Social Security Number)
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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 Issuer and the Note Guarantors, 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
new 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 new 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 new notes, (ii) neither the undersigned nor any such
beneficial owner has an arrangement with any person to participate in the
distribution of such new 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 new 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 new notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a resale
transaction of the new 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 New 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.
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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 new 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 new 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 new 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 new 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 Issuer or any Note Guarantor.
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.
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.
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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.
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 new notes issued in exchange therefor
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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 new 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.
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, new 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.
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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.
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.
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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:
- --------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--Taxpayer Social Security Number(s)
Identification Number--For
Form W-9 all accounts, enter Taxpayer _________________________
Identification Number in the
Department of the Treasury Internal box at right. (For most OR
Revenue Service individuals, this is your
social security number. For _________________________
Payer's Request for Taxpayer sole proprietors or resident
Identification Number ("TIN") aliens, see the W-9 Employer Identification
Guidelines. For other Number
entities, it is your Employer (If awaiting TIN, write
Identification Number. If you "Applied For")
do not have a number, see
Obtaining a Number in the
enclosed W-9 Guidelines).
Certify by signing and dating
below.
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, and
(3)I am a U.S. person (including a U.S. resident
alien). and
(4)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: FAILURETO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30 PERCENT (SUBJECT TO ADJUSTMENT IN FUTURE YEARS) OF ANY
AMOUNTS PAID TO YOU UNDER THE NEW NOTES ISSUED 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, 30 percent (subject to adjustment in future years) of
all reportable payments made to me on account of the new 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:
Form W-8 BEN Under penalties of perjury, I certify that I am an exempt
foreign person because:
Department of the
Treasury 1)I am the beneficial owner (or am authorized to sign for
Internal Revenue Service the beneficial owner) of all of the income to which this
- ------------------------- Form W-8 BEN relates;
2)I am a nonresident alien individual or a foreign
corporation, partnership, estate or trust;
Signature ____________
3)I am an individual who has not been, and plans not to be,
Print Name ___________ present in the United States for a total of 183 days or
more during the calendar year;
4)The income to which this Form W-8 BEN relates is not
effectively connected with the conduct of a trade or
business in the United States;
5)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; and
6)I authorize this Form W-8 BEN to be provided to any
withholding agent that has control, receipt, or custody of
the income of which I am the beneficial owner.
Date _________________________________________________________
14