EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR TENDER OF
9 3/4% SENIOR SUBORDINATED NOTES DUE 2008, SERIES A
IN EXCHANGE FOR
9 3/4% SENIOR SUBORDINATED NOTES DUE 2008, SERIES B
OF
EVEREST HEALTHCARE SERVICES CORPORATION
Pursuant to the Prospectus dated , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 1998 UNLESS EXTENDED (THE "EXPIRATION
DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed, and submitted to the Exchange Agent:
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
By Registered or By Facsimile Transmission By Overnight Courier
Certified Mail American National Bank American National Bank
American National Bank and and
and Trust Trust Company of Chicago Trust Company of Chicago
Company of Chicago (312) 407-1067
ATTN: Barbara Arndt Corporate Trust
Corporate Trust Securities
Redemption Confirm by Telephone: 1 N. State Street Teller
Unit Barbara Arndt 9th Floor
1 First National Plaza (312) 336-9123 Chicago, IL 60670
9th Floor, ATTN: Barbara Arndt
Suite 0124
Chicago, IL 60670-0124
For Information Call:
Anjali J. Gottreich
(312) 661-6042
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT.
The undersigned hereby acknowledges receipt of the Prospectus dated
, 1998 (as it may be supplemented and amended from time to time,
the "Prospectus") of Everest Healthcare Services Corporation, a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of its 9 3/4% Senior
Subordinated Notes due 2008, Series B (the "Exchange Notes"), which have been
registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement, for each $1,000 in principal amount of its outstanding
9 3/4% Senior Subordinated Notes due 2008, Series A (the "Private Notes"), of
which $100,000,000 aggregate principal amount is outstanding. Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.
The undersigned hereby tenders the Private Notes described in Box 1 below
(the "Tendered Notes") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the Tendered Notes and the undersigned represents that it has
received from each beneficial owner of the Tendered Notes (the "Beneficial
Owners") a duly completed and executed form of "Instructions to Registered
Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take
the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered
Notes, the undersigned hereby exchanges, assigns and transfers to, or upon the
order of, the Company all right, title, and interest in, to and under the
Tendered Notes.
Please issue the Exchange Notes exchanged for the Tendered Notes in the
name(s) of the undersigned. Similarly, unless otherwise indicated under
"SPECIAL DELIVERY INSTRUCTIONS" below (see Box 3), please send or cause to be
sent the certificates for the Exchange Notes (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned
with respect to the Tendered Notes, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the Tendered Notes to the Company or cause ownership
of the Tendered Notes to be transferred to, or upon the order of, the Company,
on the books of the registrar for the Private Notes and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Notes to which the undersigned is entitled upon acceptance by the
Company of the Tendered Notes pursuant to the Exchange Offer, and (ii) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
Tendered Notes, all in accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of the Private Notes pursuant to
the procedures described under the caption "The Exchange Offer" 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." All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
Beneficial Owner(s), and every obligation of the undersigned or any Beneficial
Owner(s) hereunder shall be binding upon the heirs, representatives,
successors, and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign, and transfer the Tendered
Notes and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances and adverse
claims when the Tendered Notes are acquired by the Company as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Company or
the Exchange Agent as necessary or desirable to complete and give effect to
the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are
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being acquired by the undersigned and any Beneficial Owner(s) in the ordinary
course of business of the undersigned and any Beneficial Owner(s), (ii) the
undersigned and each Beneficial Owner are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes, (iii) except as
otherwise disclosed in writing herewith, neither the undersigned nor any
Beneficial Owner is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company or any Subsidiary Guarantor, and (iv) the
undersigned and each Beneficial Owner acknowledge and agree that any person
participating in the Exchange Offer with the intention or for the purpose of
distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale of the Exchange Notes acquired by such person and cannot rely
on the position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in the no-action letters that are discussed in the
section of the Prospectus entitled "The Exchange Offer." In addition, by
accepting the Exchange Offer, the undersigned hereby (i) represents and
warrants that, if the undersigned or any Beneficial Owner of the Private Notes
is a Participating Broker-Dealer, such Participating Broker-Dealer acquired
the Private Notes for its own account as a result of market-making activities
or other trading activities and has not entered into any arrangement or
understanding with the Company or any "affiliate" of the Company or any
Subsidiary Guarantor (within the meaning of Rule 405 under the Securities Act)
to distribute the Exchange Notes to be received in the Exchange Offer, and
(ii) acknowledges that, by receiving the Exchange Notes for its own account in
exchange for the Private Notes, where the Private Notes were acquired as a
result of market-making activities or other trading activities, the
Participating Broker-Dealer will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of the Exchange Notes;
provided, however, that 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.
Holders of the Private Notes that are tendering by book-entry transfer to
the Exchange Agent's account at DTC can execute the tender through the DTC
Automated Tender Offer Program ("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 Exchange Agent's DTC account. DTC will then send an
Agent's Message to the Exchange Agent for its acceptance. DTC participants may
also accept the Exchange Offer prior to the Expiration Date by submitting a
Notice of Guaranteed Delivery or Agent's Message relating thereto as described
herein under Instruction 2, "Guaranteed Delivery Procedures."
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
"USE OF GUARANTEED DELIVERY" BELOW (Box 4).
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE "USE OF BOOK-ENTRY TRANSFER" BELOW (Box 5).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF THE PRIVATE NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF
REGISTERED NOTE HOLDER(S), EXACTLY
AS NAME(S) APPEAR(S) ON NOTE CERTIFICATE NUMBER(S) AGGREGATE AGGREGATE PRINCIPAL
CERTIFICATE(S) (PLEASE FILL IN, IF OF PRIVATE PRINCIPAL BY THE PRIVATE AMOUNT
BLANK) NOTES* AMOUNT REPRESENTED NOTES TENDERED**
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- ----------------------------------------------------------------------------------------------------------------------------------
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TOTAL
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*Need not be completed by persons tendering by book-entry transfer.
**The minimum permitted tender is $1,000 in principal amount of the
Private Notes. All other tenders must be in integral multiples of
$1,000 of principal amount. Unless otherwise indicated in this column,
the principal amount of all Note Certificates identified in this Box 1
or delivered to the Exchange Agent herewith shall be deemed tendered.
See Instruction 4.
BOX 2
BENEFICIAL OWNER(S)
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STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF THE TENDERED NOTES
BENEFICIAL OWNER OF THE TENDERED NOTES HELD FOR ACCOUNT OF THE BENEFICIAL OWNER
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BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF THE EXCHANGE NOTES EXCHANGED FOR THE PRIVATE NOTES
AND THE UNTENDERED NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE
UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN
ABOVE.
Mail the Exchange Note(s) and any untendered Private Notes to:
Name(s):
---------------------------------------------------------------------------
(please print)
Address:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(include Zip Code)
Tax Identification or
Social Security No.: ________________________________________________________
5
BOX 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
TO BE COMPLETED ONLY IF THE Private Notes ARE BEING TENDERED BY MEANS OF A
NOTICE OF GUARANTEED DELIVERY.
Name(s) of the Registered Holder(s): ______________________________________
Window Ticket No. (if any): _______________________________________________
Date of Execution of the Notice of Guaranteed Delivery: ___________________
Name of Institution that Guaranteed Delivery: _____________________________
If Delivered by Book-Entry Transfer:
Account Number with DTC: _______________________________________________
Transaction Code Number: _______________________________________________
BOX 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
TO BE COMPLETED ONLY IF DELIVERY OF THE TENDERED NOTES IS TO BE MADE BY
BOOK-ENTRY TRANSFER.
Name of Tendering Institution: ____________________________________________
Account Number: ___________________________________________________________
Transaction Code Number: __________________________________________________
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BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
X _________________________________ Signature Guarantee
(If required by Instruction 5)
X _________________________________
(Signature of Registered Holder(s) Authorized Signature
or Authorized Signatory)
Note: The above lines must be X _________________________________
signed by the registered holder(s)
of the Private Notes as their
name(s) appear(s) on the Private
Notes or by persons(s) authorized
to become registered holder(s)
(evidence of such authorization
must be transmitted with this
Letter of Transmittal). If
signature is by a trustee,
executor, administrator, guardian,
attorney-in-fact, officer or other
person acting in a fiduciary or
representative capacity, such
person must set forth his or her
full title below. See Instruction
5.
Name: _____________________________
(please print)
Title: ____________________________
Name of
Firm: _____________________________
(Must be an Eligible Institution
as
defined in Instruction 5)
Address: __________________________
-----------------------------
-----------------------------
Name(s): __________________________ (Zip Code)
Capacity: _________________________ Area Code and
Telephone Number: _________________
Street Address: __________________
Dated: ____________________________
------------------------
(Zip Code)
Area Code and
Telephone Number: _________________
Tax Identification or
Social Security Number: ___________
BOX 7
BROKER-DEALER STATUS
- --------------------------------------------------------------------------------
[_]Check this box if the Beneficial Owner of the Private Notes is a
Participating Broker-Dealer and the Participating Broker-Dealer
acquired the Private Notes for its own account as a result of market-
making activities or other trading activities. IF THIS BOX IS CHECKED,
REGARDLESS OF WHETHER YOU ARE TENDERING BY BOOK-ENTRY TRANSFER THROUGH
ATOP, AN EXECUTED COPY OF THIS LETTER OF TRANSMITTAL MUST BE RECEIVED
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE BY EVEREST
HEALTHCARE SERVICES CORPORATION, ATTENTION CHIEF FINANCIAL OFFICER,
FACSIMILE (708) 386-1711.
[_]Check this box if such Participating Broker-Dealer wishes to receive 10
additional copies of the Prospectus and 10 copies of any amendments or
supplements thereto.
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PAYORS' NAME: AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
- --------------------------------------------------------------------------------
Name (if joint names, list first and circle the name of
the person or entity whose number you enter in Part 1
below. See instructions if your name has changed.)
SUBSTITUTE ------------------------------------------------------------
FORM W-9 Address
DEPARTMENT OF THE ------------------------------------------------------------
TREASURY
INTERNAL REVENUE City, State and ZIP Code
SERVICE
------------------------------------------------------------
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PART 2--Check the box if you are NOT subject to backup
withholding under the provisions of section
3406(a)(1)(C) of the Internal Revenue Code because (1)
you have not been notified that you are subject to
backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject
to backup withholding. [_]
List account number(s) here (optional)
------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TAXPAYER Social Security
IDENTIFICATION NUMBER ("TIN") IN THE Number or TIN
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW
- --------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES OF PART 3--
PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE.
Awaiting TIN [_]
SIGNATURE ___________ DATE __________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE 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.
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EVEREST HEALTHCARE SERVICES CORPORATION
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND THE PRIVATE NOTES. This Letter
of Transmittal is to be completed by registered holders of the Private Notes
if certificates representing the Private Notes are to be forwarded herewith
pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering," unless delivery of such certificates is to
be made by book-entry transfer to the Exchange Agent's account maintained by
DTC through ATOP. For a holder to properly tender the Private Notes pursuant
to the Exchange Offer, a properly completed and duly executed copy of this
Letter of Transmittal, including Substitute Form W-9, and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent
at one of its addresses set forth herein, and either (i) certificates for the
Tendered Notes must be received by the Exchange Agent at one of its addresses
set forth herein, or (ii) the Tendered Notes must be transferred pursuant to
the procedures for book-entry transfer described in the Prospectus under the
caption "The Exchange Offer--Procedures for Tendering" (and a confirmation of
such transfer received by the Exchange Agent), in each case prior to 5:00
p.m., New York City time, on the Expiration Date. The method of delivery of
certificates for the Tendered Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent is at the election and risk of the
tendering holder and the delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. 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 Tendered Notes should be sent to
the Company. Neither the Company nor the Exchange Agent is under any
obligation to notify any tendering holder of the Company's acceptance of
Tendered Notes prior to the closing of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. If a registered holder desires to tender
the Private Notes pursuant to the Exchange Offer and (a) certificates
representing the Tendered Notes are not immediately available, (b) time will
not permit the holder's Letter of Transmittal, certificates representing the
Tendered Notes and all other required documents to reach the Exchange Agent on
or prior to the Expiration Date, or (c) the procedures for book-entry transfer
cannot be completed on or prior to the Expiration Date, the holder may
nevertheless tender the Tendered Notes with the effect that the tender will be
deemed to have been received on or prior to the Expiration Date if the
procedures set forth below and in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures" (including the completion of
Box 4 above) are followed. Pursuant to these procedures, (i) the tender must
be made by or through an Eligible Institution (as defined herein), (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company herewith, or an Agent's
Message with respect to a guaranteed delivery that is accepted by the Company,
must be received by the Exchange Agent on or prior to the Expiration Date, and
(iii) the certificates for the Tendered Notes, in proper form for transfer (or
a Book-Entry Confirmation of the transfer of the Tendered Notes to the
Exchange Agent's account at DTC as described in the Prospectus), together with
a Letter of Transmittal (or manually signed facsimile thereof) properly
completed and duly executed, with any required signature guarantees and any
other documents required by the Letter of Transmittal or a properly
transmitted Agent's Message, must be received by the Exchange Agent within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery. Any holder who wishes to tender the Private
Notes pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to the Tendered Notes prior to 5:00 p.m., New York City time, on the
Expiration Date. Failure to complete the guaranteed delivery procedures
outlined above will not, of itself, affect the validity or effect a revocation
of any Letter of Transmittal form properly completed and executed by an
Eligible Holder who attempted to use the guaranteed delivery process.
9
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in
whose name the Tendered Notes are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of the
Tendered Notes who is not the registered holder must arrange promptly with the
registered holder to execute and deliver this Letter of Transmittal on his or
her behalf through the execution and delivery to the registered holder of the
"Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" form accompanying this Letter of
Transmittal.
4. PARTIAL TENDERS. Tenders of the Private Notes will be accepted only in
integral multiples of $1,000 in principal amount. If less than the entire
principal amount of the Private Notes held by the holder is tendered, the
tendering holder should fill in the principal amount tendered in the column
labeled "Aggregate Principal Amount Tendered" of the box entitled "Description
of the Private Notes Tendered" (see Box 1) above. The entire principal amount
of the Private Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of
all Private Notes held by the holder is not tendered, then the Private Notes
for the principal amount of the Private Notes not tendered and the Exchange
Notes issued in exchange for any Private Notes tendered and accepted will be
sent to the holder at his or her registered address, unless a different
address is provided in the appropriate box on this Letter of Transmittal, as
soon as practicable following the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Notes, the signature must correspond with
the name(s) as written on the face of the Tendered Notes without alteration,
enlargement or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which the Tendered Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of the
Tendered Notes, and the Exchange Notes issued in exchange therefor are to be
issued (and any untendered principal amount of the Private Notes is to be
reissued) in the name of the registered holder(s), then the registered
holder(s) need not and should not endorse any Tendered Notes, nor provide a
separate bond power. In any other case, the registered holder(s) must either
properly endorse the Tendered Notes or transmit a properly completed separate
bond power with this Letter of Transmittal, with the signature(s) on the
endorsement or bond power guaranteed by a Medallion Signature Guarantor (as
defined below).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Notes, the Tendered Notes must be
endorsed or accompanied by appropriate bond powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Notes, with
the signature(s) on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor.
If this Letter of Transmittal or any Tendered Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
the Company, evidence satisfactory to the Company of their authority to so act
must be submitted with this Letter of Transmittal.
Signatures on this Letter of Transmittal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program (each a "Medallion Signature Guarantor"), unless the Tendered Notes
are tendered (i) by a registered holder of the Tendered Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of the Tendered Notes) who has not completed Box 3 on this Letter of
10
Transmittal, or (ii) for the account of a member firm of a registered national
securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"). If the Tendered Notes are registered in the name
of a person other than the signor of the Letter of Transmittal or if the
Private Notes not tendered are to be returned to a person other than the
registered holder, then the signature on this Letter of Transmittal
accompanying the Tendered Notes must be guaranteed by a Medallion Signature
Guarantor as described above. Beneficial owners whose Private Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender their Private Notes.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in Box 3
the name and address to which the Exchange Notes and/or substitute Private
Notes for principal amounts not tendered or not accepted for exchange are to
be 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.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of the Tendered Notes pursuant to the Exchange
Offer. If, however, a transfer tax is imposed for any reason other than the
transfer and exchange of the Tendered Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or on any other person) 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 the tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes listed in this Letter
of Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the
holder(s) of any Tendered Notes which are accepted for exchange must provide
the Exchange Agent (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to backup withholding and a $50 penalty imposed
by the Internal Revenue Service. (If withholding results in an over-payment of
taxes, a refund may be obtained.) Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional instructions.
To prevent backup withholding, each holder of the Tendered Notes must
provide the holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that the holder
is awaiting a TIN) and that (i) the holder has not been notified by the
Internal Revenue Service that the holder is subject to backup withholding as a
result of failure to report all interest or dividends, or (ii) if previously
so notified, the Internal Revenue Service has notified the holder that the
holder is no longer subject to backup withholding. If the Tendered Notes are
registered in more than one name or are not in the name of the actual owner,
consult the "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for information on which TIN to report.
The Company reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of the Tendered Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the right to reject any and
all Private Notes not validly tendered or any Private Notes the Company's
acceptance of which would, in the opinion of the Company or its counsel, be
unlawful. The Company also reserves the right to waive any conditions of the
11
Exchange Offer or defects or irregularities in tenders of the Private Notes as
to any ineligibility of any holder who seeks to tender the Private Notes in
the Exchange Offer. The interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of the
Private Notes 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 the Private Notes, nor shall any of them incur any liability for
failure to give notification. Tenders of the Private Notes will not be deemed
to have been made until any defects or irregularities have been cured or
waived. Any Private Notes received by the Exchange Agent that are 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.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of the Private Notes or transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any tendering holder
whose Private Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated herein for further
instructions.
13. 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 indicated
herein. Holders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF THE TENDERED NOTES AND ISSUANCE OF THE EXCHANGE NOTES;
RETURN OF THE PRIVATE NOTES. Subject to the terms and conditions of the
Exchange Offer, the Company will accept for exchange all validly Tendered
Notes as soon as practicable after the Expiration Date and will issue the
Exchange Notes therefor as soon as practicable thereafter. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted the Tendered
Notes when, as and if the Company has given written or oral notice
(immediately followed in writing) thereof to the Exchange Agent. If any
Tendered Notes are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Private Notes will be returned, without expense, to
the undersigned at the address shown in Box 1 or at a different address as may
be indicated herein under "Special Delivery Instructions" (Box 3).
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of
Tenders."
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