EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
11 1/2% Senior Cumulative Exchangeable Preferred Stock
of
Clark USA, Inc.
Pursuant to the Prospectus dated _________ __, 1998
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
__________, 1998 UNLESS EXTENDED.
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To: Bankers Trust Company, as Exchange Agent
By Registered or Certified Mail: By Overnight Courier:
BT Services Tennessee, Inc. BT Services Tennessee, Inc.
Reorganization Unit Corporate Trust & Agency Group
P.O. Box 292737 Reorganization Unit
Nashville, Tennessee 37229-2737 648 Grassmere Park Road
Nashville, Tennessee 37211
By Hand:
Attn: Reorganization Department
Bankers Trust Company
Corporate Trust & Agency Group
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
By Facsimile:
(615) 835-3701
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.
The undersigned acknowledges that he or she has received the Prospectus,
dated ________ __, 1998 (the "Prospectus"), of Clark USA, Inc. (the "Company")
and this Letter of Transmittal (the "Letter of Transmittal"), which together
constitute the Company's offer (the "Exchange Offer") to exchange its 11 1/2%
New Senior Cumulative Exchangeable Preferred Stock, $1,000 liquidation
preference per share (the "New Exchangeable Preferred Stock"), for each
outstanding share of its 11 1/2% Senior Cumulative Exchangeable Preferred Stock,
liquidation preference $1,000 per share (the "Old Exchangeable Preferred
Stock"), of which 63,000 shares are outstanding. The rights and preferences of
the New Exchangeable Preferred Stock are the same as the rights and preferences
of the Old Exchangeable Preferred Stock, except that the New Exchangeable
Preferred Stock has been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and hence will not bear legends restricting the transfer
thereof. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
__________, 1998 unless the Company, in its sole discretion,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used by Holders of Old Exchangeable
Preferred Stock of the Company. This Letter of Transmittal is to be used by such
Holders if (i) certificates representing the Old Exchangeable Preferred Stock
are to be physically delivered to the Depositary herewith by such Holders or
(ii) tender of Old Exchangeable Preferred Stock is to be made by book-entry
transfer to the Depositary's account at DTC pursuant to the procedures set forth
under the caption "The Exchange Offer--Procedure for Tendering Old Exchangeable
Preferred Stock in the Exchange Offer, and instructions are not being
transmitted through the DTC Automated Tender Offer Program ("ATOP").
Holders of Old Exchangeable Preferred Stock who are tendering by book-entry
transfer to the Depositary's account at DTC can execute the tender through ATOP
for which the transaction will be eligible. DTC participants that are accepting
the Exchange Offer must transmit their acceptance to DTC, which will verify the
acceptance and execute a book-entry delivery to the Depositary's account at DTC.
DTC will then send an Agent's Message to the Depositary for its acceptance.
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.
Delivery of documents to DTC does not constitute delivery to the
Depositary.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Exchangeable Preferred Stock is registered on the books of the
Company or any other person who has obtained a properly completed bond power
from the registered holder. The undersigned has completed, executed and
delivered this Letter of Transmittal to indicate the action the undersigned
desires to take with respect to the Exchange Offer. Holders who wish to tender
their Old Exchangeable Preferred Stock must complete this letter in its
entirety.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX
DESCRIPTION OF 11 1/2% SENIOR CUMULATIVE EXCHANGEABLE PREFERRED STOCK
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Aggregate Principal Amount
Principal Tendered (must
Names and Address(es) of Amount be in Integral
Registered Holder(s) Certificate Represented by Multiple
(Please fill in, if blank) Number(s) Certificate(s) of $1,000)*
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Total
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* Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of 11 1/2% Senior Cumulative Exchangeable Preferred
Stock will be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount Represented
by Certificate(s)."
If the space provided above is inadequate, list the certificate
numbers and principal amounts on a separate signed schedule and affix the
list to this Letter of Transmittal.
The minimum permitted tender is one share.
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SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Exchangeable To be completed ONLY if certificates for Old Exchangeable
Preferred Stock in a principal amount not tendered, or New Preferred Stock in a principal amount not tendered, or New
Exchangeable Preferred Stock issued in exchange for Old Exchangeable Preferred Stock issued in exchange for Old
Exchangeable Preferred Stock accepted for exchange, are to be Exchangeable Preferred Stock accepted for exchange, are to be
issued in the name of someone other than the undersigned. sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Issue certificate(s) to: Deliver certificate(s) to:
Name: _________________________________________________________ Name: ________________________________________________________
(Please Print) (Please Print)
Address: ______________________________________________________ Address: _____________________________________________________
____________________________________________________________ ____________________________________________________________
(Include Zip Code) (Include Zip Code)
____________________________________________________________ ____________________________________________________________
(Tax Identification or Social Security No.) (Tax Identification or Social Security No.)
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Old Exchangeable Preferred
Stock indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Old Exchangeable Preferred Stock tendered in
accordance with this Letter of Transmittal, the undersigned sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to the Old Exchangeable Preferred Stock tendered hereby. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company) with respect to the tendered Old Exchangeable Preferred
Stock with full power of substitution to (i) deliver certificates for such Old
Exchangeable Preferred Stock to the Company and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company and
(ii) present such Old Exchangeable Preferred Stock for transfer on the books of
the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old Exchangeable Preferred Stock, all in accordance
with the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Exchangeable
Preferred Stock 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
acquired by the Company. The undersigned hereby further represents that any New
Exchangeable Preferred Stock acquired in exchange for Old Exchangeable Preferred
Stock tendered hereby will have been acquired in the ordinary course of business
of the person receiving such New Exchangeable Preferred Stock, whether or not
such person is the undersigned, that neither the Holder nor any such other
person has an arrangement or understanding with any person to participate in the
distribution of such New Exchangeable Preferred Stock and that neither the
Holder nor any such other person is an "affiliate," as defined in Rule 405 under
the Securities Act, of the Company. The undersigned 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 assignment, transfer and purchase
of the Old Exchangeable Preferred Stock tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Exchangeable Preferred Stock when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.
If any tendered Old Exchangeable Preferred Stock is not accepted for
exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Old Exchangeable Preferred Stock 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 conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old Exchangeable Preferred
Stock 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.
Unless otherwise indicated under "Special Registration Instructions",
please issue the certificates representing the New Exchangeable Preferred Stock
issued in exchange for the Old Exchangeable Preferred Stock accepted for
exchange and any certificates for Old Exchangeable Preferred Stock not tendered
or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions", please send the certificates
representing the New Exchangeable Preferred Stock issued in exchange for the Old
Exchangeable Preferred Stock accepted for exchange and any certificates for Old
Exchangeable Preferred Stock not tendered or not exchanged (and
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accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the New Exchangeable Preferred Stock
issued in exchange for the Old Exchangeable Preferred Stock accepted for
exchange in the name(s) of, and return any certificates for Old Exchangeable
Preferred Stock not tendered or not exchanged to, the person(s) so indicated.
The undersigned understands that the Company has no obligation pursuant to the
"Special Registration Instructions" and "Special Delivery Instructions" to
transfer any Old Exchangeable Preferred Stock from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the Old
Exchangeable Preferred Stock so tendered.
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Holders who wish to tender their Old Exchangeable Preferred Stock and (i)
whose Old Exchangeable Preferred Stock is not immediately available or (ii) who
cannot deliver their Old Exchangeable Preferred Stock, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, may tender their Old Exchangeable Preferred Stock
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 1 regarding the completion of this Letter of Transmittal printed
below.
PLEASE SIGN HERE WHETHER OR NOT
OLD EXCHANGEABLE PREFERRED STOCK ARE BEING PHYSICALLY TENDERED HEREBY
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X ____________________________________________________________________________________ Date: ___________________________________
X ____________________________________________________________________________________ Date: ___________________________________
Signature(s) of Registered Holder(s) or Authorized Signatory
Area Code and Telephone Number: ___________________________________________________________________________________________________
The above lines must be signed by the registered holder(s) as their name(s) appear(s) on the Old Exchangeable Preferred Stock
or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy
of which must be transmitted with this Letter of Transmittal. If the Old Exchangeable Preferred Stock to which this Letter of
Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. 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, then such person must (i) set forth his or her full title below and (ii) unless waived by the
Company, submit evidence satisfactory to the Company of such person's authority so to act. See Instruction 4 regarding the
completion of this Letter of Transmittal printed below.
Name(s): __________________________________________________________________________________________________________________________
(Please Print)
__________________________________________________________________________________________________________________________________
Capacity: _________________________________________________________________________________________________________________________
Address: __________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
(Title)
__________________________________________________________________________________________________________________________________
(Name of Firm)
Dated: _________________________, 1998
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Exchangeable
Preferred Stock. The tendered Old Exchangeable Preferred Stock, as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof and any other documents required by this Letter of Transmittal
must be received by the Exchange Agent at its address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date. The method of delivery
of the tendered Old Exchangeable Preferred Stock, this Letter of Transmittal and
all other required documents to the Exchange Agent 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 by the Exchange Agent. Instead of
delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Old Exchangeable Preferred Stock
should be sent to the Company.
Holders who wish to tender their Old Exchangeable Preferred Stock and
(i) whose Old Exchangeable Preferred Stock is not immediately available or (ii)
who cannot deliver their Old Exchangeable Preferred Stock, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date must tender their Old Exchangeable Preferred Stock
according to the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the Holder, the certificate
number or numbers of such Old Exchangeable Preferred Stock and the principal
amount of Old Exchangeable Preferred Stock tendered, stating that the tender is
being made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, this Letter of Transmittal (or facsimile
hereof) together with the certificate(s) representing the Old Exchangeable
Preferred Stock and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) such properly completed
and executed Letter of Transmittal (or facsimile hereof), as well as all other
documents required by this Letter of Transmittal and the certificate(s)
representing all tendered Old Exchangeable Preferred Stock in proper form for
transfer, must be received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date, all as provided in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." Any Holder who wishes to tender his Old Exchangeable Preferred
Stock pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request to the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to
tender their Old Exchangeable Preferred Stock according to the guaranteed
delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Exchangeable Preferred Stock, and
withdrawal of tendered Old Exchangeable Preferred Stock will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old
Exchangeable Preferred Stock not properly tendered or any Old Exchangeable
Preferred Stock the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of tender as to particular Old
Exchangeable Preferred Stock. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Exchangeable
Preferred Stock must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Old Exchangeable Preferred Stock, nor shall any of them incur any liability
for failure to give such notification. Tenders of Old Exchangeable Preferred
Stock will not be deemed to have been made until such defects or irregularities
have been cured or waived. Any Old Exchangeable Preferred Stock received by the
Exchange Agent that is not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
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2. Tender by Holder. Only a Holder of Old Exchangeable Preferred
Stock may tender such Old Exchangeable Preferred Stock in the Exchange Offer.
Any beneficial owner of Old Exchangeable Preferred Stock who is not the
registered holder and who wishes to tender should arrange with such holder to
execute and deliver this Letter of Transmittal on such owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering his
or her Old Exchangeable Preferred Stock, either make appropriate arrangements to
register ownership of the Old Exchangeable Preferred Stock in such owner's name
or obtain a properly completed bond power from the registered holder.
3. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Old Exchangeable
Preferred Stock tendered hereby, the signature must correspond with the name(s)
as written on the face of the Old Exchangeable Preferred Stock without
alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Exchangeable Preferred Stock tendered and
the certificate or certificates for New Exchangeable Preferred Stock issued in
exchange therefor is to be issued (or any untendered principal amount of Old
Exchangeable Preferred Stock is to be reissued) to the registered holder, then
such holder need not and should not endorse any tendered Old Exchangeable
Preferred Stock, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Old Exchangeable Preferred Stock
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Old Exchangeable
Preferred Stock listed, such Old Exchangeable Preferred Stock must be endorsed
or accompanied by appropriate bond powers in each case signed as the name of the
registered holder or holders appears on the Old Exchangeable Preferred Stock.
If this Letter of Transmittal (or facsimile hereof) or any Old
Exchangeable Preferred Stock or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, or 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, evidence satisfactory
to the Company of their authority so to act must be submitted with this Letter
of Transmittal.
Endorsements on Old Exchangeable Preferred Stock or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent in
the United States or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
if (a) this Letter of Transmittal is signed by the registered holder(s) of the
Old Exchangeable Preferred Stock tendered herewith and such holder(s) have not
completed the box set forth herein entitled "Special Registration Instructions"
or the box entitled "Special Delivery Instructions" or (b) such Old Exchangeable
Preferred Stock is tendered for the account of an Eligible Institution.
4. Special Registration and Delivery Instructions. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
New Exchangeable Preferred Stock or substitute Old Exchangeable Preferred Stock
for principal amounts 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
taxpayer identification or social security number of the person named must also
be indicated.
5. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Exchangeable Preferred Stock pursuant to the
Exchange Offer. If, however, certificates representing New Exchangeable
Preferred Stock or Old Exchangeable Preferred Stock for principal amounts not
tendered or accepted for exchange are
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to be delivered to, or are to be registered in the name of, any person other
than the registered holder of the Old Exchangeable Preferred Stock tendered
hereby, or if tendered Old Exchangeable Preferred Stock is 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 exchange of Old
Exchangeable Preferred Stock pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or on any
other persons) will be payable by the tendering Holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Exchangeable Preferred Stock listed
in this Letter of Transmittal.
6. Waiver of Conditions. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Old Exchangeable Preferred Stock tendered.
7. Mutilated, Lost, Stolen or Destroyed Old Exchangeable Preferred
Stock. Any tendering Holder whose Old Exchangeable Preferred Stock have been
mutilated, lost, stolen or destroyed should contact the Exchange Agent at the
address indicated herein for further instructions.
8. Requests for Assistance or Additional Copies. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
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(DO NOT WRITE IN SPACE BELOW)
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Old Exchangeable Old Exchangeable
Preferred Stock Preferred Stock
Certificate Surrendered Tendered Accepted
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Delivery Prepared by ________________ Checked By __________ Date _______________
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