Exhibit 99.1
LETTER OF TRANSMITTAL
EXCHANGE OFFER
(PURSUANT TO THE PROSPECTUS DATED , 1999)
8 3/4% Senior Subordinated Notes due 2009, Series B
for all outstanding
8 3/4% Senior Subordinated Notes due 2009, Series A
OF
ISLE OF CAPRI CASINOS, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,ON ,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent for the Exchange Offer is:
State Street Bank and Trust Company
By Registered or Certified Mail: By Hand or Overnight Courier:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Window, 5th Floor
P.O. Box 778 2 Avenue de Lafayette
Boston, Massachusetts 02102-0778 Boston, Massachusetts 02111-1724
To Confirm by Telephone or for Information:
(617) 662-1525
Attn: Mackenzie Elijah
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.
The undersigned hereby acknowledges receipt of the Prospectus, dated
, 1999 (as it may be amended or supplemented from time to time, the
"Prospectus"), of Isle of Capri Casinos, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange up to $390,000,000
principal amount of its 8 3/4% Senior Subordinated Notes due 2009, Series B
(the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a registration statement
of which the Prospectus is a part, for an identical principal amount of its
outstanding 8 3/4% Senior Subordinated Notes due 2009, Series A (the "Old
Notes"). Capitalized terms not otherwise defined in this Letter of Transmittal
are defined in the Prospectus.
This Letter of Transmittal is to be used if (1) certificates of Old Notes
are to be forwarded to the Exchange Agent, (2) delivery of Old Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC") pursuant to the procedures set forth
under the heading "The Exchange Offer--Procedures for Tendering Old Notes" in
the Prospectus or (3) tender of the Old Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
Holders who wish to tender their Old Notes and (1) whose Old Notes are not
immediately available, (2) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required by this Letter of Transmittal to
the Exchange Agent on or prior to the Expiration Date or (3) who cannot
complete the procedures for book-entry transfer on a timely basis, may tender
their Old Notes according to the guaranteed delivery procedures set forth in
the Prospectus under the heading "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2.
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 should be directed to the exchange
agent.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers and
principal amount on a separate signed schedule and attach that schedule to
this Letter of Transmittal. See Instruction 4.
ALL TENDERING HOLDERS MUST COMPLETE THIS BOX:
Description of Old Notes Tendered
- -------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Old Notes Tendered
Holder (Fill in, if blank)
- -------------------------------------------------------------------------------
Aggregate
Certificate Principal Principal
or Amount Amount
RegistrationRepresented Tendered**
Number(s)* by Old
Notes
-------------------------------------
$ $
-----------------
-----------------
-----------------
-----------------
$ $
Total Amount Tendered:
- -------------------------------------------------------------------------------
*Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
**Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Notes. All
tenders must be in integral multiples of $1,000.
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 Notes must
complete this letter in its entirety.
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(THE FOLLOWING BOXES ARE TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_]
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Account Number: ________________________________________________________
Transaction Code Number: ___________________________________________________
[_]
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Date of Execution of Notice
of Guaranteed Delivery: ____________________________________________________
Name of Eligible Institution Which Guaranteed Delivery: ____________________
If Guaranteed Delivery is to be made by book-entry transfer:
DTC Account Number: ________________________________________________________
Transaction Code Number: ___________________________________________________
[_]
CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR YOUR OWN
ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
---------------------------------------------------------------------
Telephone Number and Contact Person: _______________________________________
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above described principal amount
of Old Notes in exchange for an identical principal amount of New Notes.
Subject to, and effective upon, the acceptance for exchange of the Old Notes
tendered with this Letter of Transmittal, the undersigned hereby exchanges,
assigns and transfers to or upon the order of the Company all right, title and
interest in and to such Old Notes as are being tendered with this Letter of
Transmittal, including all rights to accrued and unpaid interest on such Old
Notes as of the Expiration Date. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer) to cause the Old Notes to be
assigned, transferred and exchanged.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (1) THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND TO ACQUIRE NEW NOTES ISSUABLE UPON THE EXCHANGE OF
SUCH TENDERED OLD NOTES; (2) WHEN THE OLD NOTES ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE TO SUCH OLD
NOTES, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND
(3) THE OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL ARE NOT SUBJECT TO
ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT
TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER
OF THE OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL. THE UNDERSIGNED HAS
READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The undersigned understands that tenders of Old Notes pursuant to any one
of the procedures set forth in "The Exchange Offer--Procedures for Tendering
Old Notes" in the Prospectus and in the instructions to this Letter of
Transmittal will, upon the Company's acceptance for exchange of such tendered
Old Notes, constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer.
The undersigned also warrants that it 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 tendered Old Notes or to transfer ownership of such Old Notes on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that (1) acceptance of any tendered Old Notes by the Company
and the issuance of New Notes in exchange for such Old Notes shall constitute
performance in full by the Company of its obligations under the registration
rights agreement that contemplates the registration of the Old Notes under the
Securities Act and (2) the Company shall have no further obligations or
liabilities under such registration rights agreement for the registration of
the Old Notes or the New Notes.
The Exchange Offer is not conditioned upon any principal amount of Old
Notes being tendered for exchange. However, the Exchange Offer is subject to
certain conditions set forth in the Prospectus under the heading "The Exchange
Offer--Conditions of the Exchange Offer." The undersigned recognizes that, as
a result of these conditions (which may be waived, in whole or in part, by the
Company) and as more particularly set forth in the Prospectus, the Company may
not be required to exchange any of the Old Notes tendered with this Letter of
Transmittal and, in such event, the Old Notes not exchanged will be returned
to the undersigned at the address shown below the signature of the
undersigned.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered with this Letter of Transmittal should be printed below, if they are
not already set forth above, as they appear on the certificates representing
such Old Notes. The certificate number(s) and the Old Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes
above.
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The undersigned acknowledges that the Exchange Offer is being made in
reliance on the position of the staff of the Securities and Exchange Commission
as set forth in certain interpretive letters addressed to third parties in
other transactions substantially similar to the Exchange Offer, which lead the
Company to believe that New Notes issued pursuant to the Exchange Offer to a
holder in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by a holder other than (1) a broker-dealer that purchased
Old Notes directly from the Company to resell them pursuant to Rule 144A under
the Securities Act or any other available exemption under the Securities Act,
(2) an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act, (3) a holder that intends to participate in the Exchange Offer
for the purpose of distributing (within the meaning of the Securities Act) the
New Notes or (4) a holder that does not acquires the New Notes in the ordinary
course of its business. Accordingly, the undersigned represents that (1) it is
not a broker-dealer that acquired Old Notes directly from the Company in order
to resell them pursuant to Rule 144A under the Securities Act or any other
available exemption under the Securities Act, (2) it is not an "affiliate" of
the Company as defined in Rule 405 under the Securities Act, (3) it is not
participating, and does not intend to participate, and has no arrangement or
understanding with any person to participate, in the distribution of the New
Notes and (4) it will acquire the New Notes in the ordinary course of its
business.
If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes, it further represents that it acquired
the Old Notes for its own account as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act 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 Section 2(11) of the Securities Act. Failure to comply with any
of the above-mentioned requirements could result in the undersigned or any such
other person incurring liability under the Securities Act for which such
persons are not indemnified by the Company.
The undersigned acknowledges that if it is unable to make the above
representations to the Company, it will not be able to rely on the
interpretations of the staff of the Securities and Exchange Commission
described above and, therefore, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or other transfer of such New Notes unless such sale
is made pursuant to an exemption from such requirements.
Unless otherwise indicated in the box entitled "Special Exchange
Instructions" or the box entitled "Special Delivery Instructions" in this
Letter of Transmittal, certificates for all New Notes delivered in exchange for
tendered Old Notes, and any Old Notes delivered with this Letter of Transmittal
but not exchanged, will be registered in the name of the undersigned and will
be delivered to the undersigned at the address shown below the signature of the
undersigned. If a New Note is to be issued to a person other than the person(s)
signing this Letter of Transmittal or if a New Note is to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown in this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Old Notes are surrendered by holder(s) that
have completed either the box entitled "Special Exchange Instructions" or the
box entitled "Special Delivery Instructions" in this Letter of Transmittal, all
signatures must be guaranteed by a Medallion Signature Guarantor (as defined in
Instruction 3).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned. Any
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, executors, administrators, personal representatives, trustees
in bankruptcy, legal representatives, successors and assigns of the
undersigned. Tendered Old Notes may be withdrawn in accordance with Instruction
3 to this Letter of Transmittal at any time prior to the Expiration Date.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES
TENDERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
NOTES DESCRIBED IN SUCH BOX.
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REGISTERED HOLDERS OF OLD NOTES SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
PLEASE SIGN HERE PLEASE SIGN HERE
- ------------------------------------- -------------------------------------
Authorized Signature of Registered Holder Authorized Signature of Registered
Holder
Must be signed by registered holder(s) exactly as name(s) appear(s) on the Old
Notes or on a security position listing as the owner of the Old Notes or by
the person(s) authorized to become the registered holder(s) by properly
completed bond powers transmitted with this Letter of Transmittal. See
Instruction 4. If signature is by attorney-in-fact, trustee, executor,
administrator, guardian, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following
information:
Name: _______________________________ Name: _______________________________
Title: ______________________________ Title: ______________________________
Address: ____________________________ Address: ____________________________
- ------------------------------------- -------------------------------------
Telephone Number: ___________________ Telephone Number: ___________________
Dated: ______________________________ Dated: ______________________________
- ------------------------------------- -------------------------------------
Taxpayer Identification or Social Taxpayer Identification or Social
Security Number Security Number
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Signature Guarantee
(If required--see Instruction 4)
Signature(s) Guaranteed: __________ Date: ______________________________
Authorized Signature
Date: ______________________________
-----------------
Authorized Signature Address: ___________________________
Name of Medallion ------------------------------
Signature Guarantor(s): ___________
------------------------------
Capacity (full title): ____________ Zip Code
Telephone Number: _________________
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5) (See Instructions 4 and 5)
To be completed ONLY if the New To be completed ONLY if the New
Notes or any Old Notes that are Notes or any Old Notes that are
not tendered or are not accepted not tendered or are not accepted
are to be issued in the name of are to be sent to someone other
someone other than the than the undersigned or to the
undersigned. undersigned at an address other
than the address set forth under
"Description of Old Notes
Tendered."
Issue:
[_] New Notes to:
[_] Old Notes to:
Mail:
Name(s) ___________________________ [_] New Notes to:
[_] Old Notes to:
Address ___________________________
Name(s) ___________________________
-----------------------------------
Address ___________________________
Telephone Number: _________________
-----------------------------------
Book-Entry Transfer Facility
Account: __________________________ Telephone Number: _________________
-----------------------------------
-----------------------------------
----------------------------------- (Tax Identification or Social
(Tax Identification or Social Security Number)
Security Number)
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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. All physically
delivered Old Notes or confirmation of any book-entry transfer to the Exchange
Agent's account at DTC, as well as a properly completed and duly executed copy
of this Letter of Transmittal and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at any of its addresses
set forth in this Letter of Transmittal on or prior to the Expiration Date.
The method of delivery of this Letter of Transmittal, the Old Notes and all
other required documents is at the election and risk of the holder. Instead of
delivery by mail, the Company recommends that holders use an overnight or hand
delivery service. Except as otherwise provided below, the delivery will be
deemed made only when actually received by the Exchange Agent.
Any beneficial holder whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Old Notes in the Exchange Offer should contact such registered
holder promptly and instruct such registered holder to tender on such
beneficial holder's behalf. If a beneficial holder wishes to tender directly,
the beneficial holder must, prior to completing and executing the Letter of
Transmittal and tendering Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such beneficial holder's own name or
obtain a properly completed bond power from the registered holder. Beneficial
holders should be aware that the transfer of registered ownership may take
considerable time.
Delivery of the Letter of Transmittal to an address other than as set forth
above does not constitute a valid delivery.
The Company expressly reserves the right, at any time or from time to time,
to extend the Expiration Date by complying with certain conditions set forth
in the Prospectus.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO THE COMPANY OR TO DTC.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Old
Notes and (1) whose Old Notes are not immediately available, (2) who cannot
deliver their Old Notes, the Letter of Transmittal or any other required
documents to the Exchange Agent prior to the Expiration Date or (3) who cannot
complete the procedures for book-entry transfers on a timely basis, may effect
a tender if:
a. the tender is made through a member 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 an "eligible guarantor institution" within the
meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution");
b. prior to the Expiration Date, the Exchange Agent receives from such
holder and the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by mail or hand delivery) setting forth the
name and address of the holder of Old Notes, the certificate or
registration number(s) of the tendered Old Notes and the principal amount
of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within four (4) business days after the Expiration Date,
the tendered Old Notes, a duly executed Letter of Transmittal and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and
c. a properly completed and duly executed Letter of Transmittal, any
other required documents and tendered Old Notes in proper form for transfer
(or a confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at DTC) must be received by the Exchange Agent
within four (4) business days after the Expiration Date.
Any holder who wishes to tender Old Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent
receives the Notice of Guaranteed Delivery relating to such Old Notes prior to
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 a holder
who attempted to use the guaranteed delivery procedures.
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3. Partial Tenders; Withdrawals. Tenders of Old Notes will be accepted only
in integral multiples of $1,000 principal amount at maturity. If less than the
entire principal amount of Old Notes evidenced by a submitted certificate is
tendered, the tendering holder should fill in the principal amount tendered in
the column entitled "Principal Amount Tendered" of the box entitled
"Description of Old Notes Tendered." A newly issued Old Note for the principal
amount of Old Notes submitted but not tendered will be sent to such holder,
unless the appropriate boxes on this Letter of Transmittal are completed, as
soon as practicable after the Expiration Date. All Old Notes delivered to the
Exchange Agent will be deemed to have been tendered in full unless otherwise
indicated.
Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To withdraw a tender of Old Notes in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 p.m., New York City time, on the Expiration Date. Any such notice
of withdrawal must (1) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (2) identify the Old Notes to be
withdrawn (including the certificate or registration number(s) and principal
amount of such Old Notes or, in the case of Old Notes transferred by book-entry
transfer, the name and number of the account at DTC to be credited), (3) be
signed by the Depositor in the same manner as the original signature on this
Letter of Transmittal (including any required signature guarantees) or be
accompanied by a bond power in the name of the person withdrawing the tender,
in satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder, with the signature guaranteed by a
participant in a recognized Medallion Signature Program (a "Medallion Signature
Guarantor") together with the other documents required upon transfer by the
indenture governing the Old Notes and the New Notes and (4) specify the name in
which such Old Notes are to be registered, if different from that of the
Depositor, pursuant to such documents of transfer.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, in its sole
discretion, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
which have been tendered but which are not accepted for exchange will be
returned to the holder without cost to such holder as soon as practicable after
withdrawal.
4. Signature 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 Old Notes tendered with this Letter of
Transmittal, the signature must correspond with the name(s) as written on the
face of the certificates without alteration or enlargement or any change
whatsoever. If this Letter of Transmittal is signed by a participant in DTC,
the signature must correspond with the name as it appears on the security
position listing as the owner of the Old Notes.
If any of the Old Notes tendered with this Letter of Transmittal are owned
of record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of Old 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 Old Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a Medallion Signature Guarantor unless the
Old Notes tendered with this Letter of Transmittal are tendered (1) by a
registered holder who has not completed the box entitled "Special Exchange
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal
or (2) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered holder or holders
of Old Notes (which term, for the purposes described in this Letter of
Transmittal, shall include a participant in DTC whose name appears on a
security listing as the owner of the Old Notes) listed and tendered with this
Letter of Transmittal, no endorsements of the tendered Old Notes or separate
written instruments of transfer or exchange are required. In
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any other case, the registered holder (or acting holder) must either properly
endorse the Old Notes or transmit properly completed bond powers with this
Letter of Transmittal (in either case executed exactly as the name(s) of the
registered holder(s) appear(s) on the Old Notes and, with respect to a
participant in DTC whose name appears on a security position listing as the
owner of Old Notes, exactly as the name of the participant appears on such
security position listing), with the signature on the Old Notes or bond power
guaranteed by a Medallion Signature Guarantor.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by attorneys-in-fact, trustees,
executors, administrators, guardians, 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.
5. Special Exchange and Delivery Instructions. Tendering holders should
indicate, in the applicable box, the name and address (or account at DTC) in
which the New Notes or Old Notes for principal amounts not tendered or not
accepted for exchange are to be issued and delivered (or deposited), if
different from the names and addresses or accounts of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the
taxpayer identification number or social security number of the person named
must also be indicated and the tendering holder should complete the applicable
box.
If no instructions are given, the New Notes (and any Old Notes not tendered
or not accepted) will be issued in the name of and delivered to the acting
holder of the Old Notes or deposited at such holder's account at DTC.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the Old Notes tendered, or if tendered Old Notes are registered in
the name of any person other than the person signing the Letter of Transmittal,
or if a transfer tax is imposed for any reason other than the exchange of Old
Notes pursuant to the Exchanged Offer, then 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 exemption therefrom is not submitted, the amount of those transfer
taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Old Notes listed in the Letter of
Transmittal.
7. Waiver of Conditions. The Company reserves the absolute right to waive,
in whole or in part, any of the specified conditions to the Exchange Offer set
forth in the Prospectus.
8. Mutilated, Lost, Stolen or Destroyed Notes. Any holder whose Old Notes
have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
9. 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.
10. Validity and Form. All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered Old Notes and withdrawal of
tendered Old Notes 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 Notes not properly tendered or any Old
Notes the Company's acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the absolute right to waive
any irregularities or conditions of tender as to particular Old Notes either
before or after the Expiration Date, including the right to waive the
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer. The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) will be final
and binding on all parties.
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Unless waived, any defects or irregularities in connection with tenders of
Old Notes must be cured within such time as the Company shall determine. None
of the Company, the Exchange Agent or any other person shall be under any duty
to give notification of defects or irregularities with respect to tenders of
Old Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old 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 without cost to
such holder by the Exchange Agent to the tendering holders of Old Notes, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
11. Important Tax Information. Under U.S. federal income tax law, a holder
tendering Old Notes is required to provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
above. If such holder is an individual, the TIN is the holder's social security
number. The Certificate of Awaiting Taxpayer Identification Number should be
completed if the tendering holder has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future. If the Exchange
Agent is not provided with the correct TIN, the holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such holder with respect to tendered Old Notes may be subject to backup
withholding.
Certain holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. A holder who satisfies one or
more of the conditions set forth in Part 2 of the Substitute Form W-9 should
execute the certification following such Part 2. In order for a foreign holder
to qualify as an exempt recipient, that holder must submit to the Exchange
Agent a properly completed Internal Revenue Service Form W-9, signed under
penalties of perjury, attesting to that holder's exempt status. A copy of such
form is attached to this Letter of Transmittal.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the holder. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
To prevent backup withholding on payments that are made to a holder with
respect to Old Notes tendered for exchange, the holder is required to notify
the Exchange Agent of his or her correct TIN by completing the form in this
Letter of Transmittal certifying that the TIN provided on Substitute Form W-9
is correct (or that such holder is awaiting a TIN) and that (1) such holder is
exempt, (2) such holder has not been notified by the Internal Revenue Service
that he or she is subject to backup withholding as a result of failure to
report all interest or dividends or (3) the Internal Revenue Service has
notified such holder that he or she is no longer subject to backup withholding.
Each holder is required to give the Exchange Agent the social security
number or employer identification number of the record holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual holder, consult the instructions on Internal Revenue Service Form W-9,
which are enclosed with this Letter of Transmittal, for additional guidance on
which number to report.
If the tendering holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Substitute Form W-9, sign and date the form and the
Certificate of Awaiting Taxpayer Identification Number and return them to the
Exchange Agent. If such certificate is completed and the Exchange Agent is not
provided with the TIN within 60 days, the Exchange Agent will withhold 31% of
all payments made thereafter until a TIN is provided to the Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH OLD 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 ON OR PRIOR TO THE
EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS:
PAYOR'S NAME: ISLE OF CAPRI CASINOS, INC.
Part 1--PLEASE PROVIDE YOUR TIN
SUBSTITUTE ON THE LINE AT RIGHT AND CERTIFY Social security
Form W-9 BY SIGNING AND DATING BELOW number or Employer
Department of the Treasury identification number
Internal Revenue Service
Payor's Request ---------------------
for Taxpayer's ----------------------------------------------------------
Identification Part 2--CERTIFICATION--Under penalties of perjury, I
Number (TIN) 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);
(2) I am not subject to backup withholding because: (a)
I am exempt from backup withholding; (b) 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 (c) the IRS has notified me that I am
no longer subject to backup withholding; and
(3) Any other information provided on this form is true
and correct.
Certification Instructions--You must cross out item (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 return and you have
not been notified by the IRS that you are no longer
subject to backup withholding.
----------------------------------------------------------
Part 3--
SIGNATURE __________________________________ Awaiting
TIN [_]
DATE _______________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT
TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) 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 (2) 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 payment, 31% of all payments made to me
on account of the Exchange Notes shall 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:
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