EXHIBIT 99.1
LETTER OF TRANSMITTAL
RADIOLOGIX, INC.
TO TENDER FOR EXCHANGE
10 1/2% SERIES A SENIOR NOTES DUE 2008
CUSIP NO. 75040KAA7
CUSIP NO. 750401KAB5
CUSIP NO. U7492WAA4
FOR
10 1/2% SERIES B SENIOR NOTES DUE 2008
CUSIP NO. 75040KAC3
PURSUANT TO THE PROSPECTUS DATED , 2002.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON _________, 2002 (THE "EXPIRATION
DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH
CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND
DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY
BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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The Exchange Agent is:
U.S. BANK NATIONAL ASSOCIATION
<Table>
By Overnight Courier or Hand Delivery: By Registered or Certified Mail:
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U.S. Bank National Association U.S. Bank National Association
180 East Fifth Street 180 East Fifth Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Specialized Finance Department Attention: Specialized Finance Department
Corporate Trust Services Corporate Trust Services
By Facsimile (eligible institutions only): Confirm by Telephone:
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(651) 244-1537 (800) 934-6802
</Table>
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 SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
1
The undersigned acknowledges receipt of the Prospectus dated ____, 2002
(the "Prospectus") of Radiologix, Inc. (the "Company") and this Letter of
Transmittal (the "Letter of Transmittal"), which, together with the Prospectus,
constitutes the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 10 1/2% Series B Senior Notes due 2008 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of its outstanding 10
1/2% Series A Senior Notes due 2008 (the "Old Notes"). Recipients of the
Prospectus should read the requirements described in such Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Old Notes described in the box
entitled "Description of Old Notes" below pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the registered owner of all the Old Notes and the undersigned represents that it
has received from each beneficial owner of Old Notes ("Beneficial Owners") a
duly completed and executed form of "Instruction to Registered Holder from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of Old Notes
(i) if certificates representing Old Notes are to be forwarded herewith or (ii)
if delivery of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company (the "Depositary"), pursuant to
the procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering Old Notes." If delivery of the Old Notes is to
be made by book-entry transfer to the account maintained by the Exchange Agent
at the Depositary, tenders of the Old Notes must be effected in accordance with
the procedures mandated by the Depositary's Automated Tender Offer Program
("ATOP") and the procedures set forth in the Prospectus under the caption "The
Exchange Offer -- Book-Entry Transfer." In such case, an agent's message may be
delivered in lieu of this Letter of Transmittal as described in the section of
the Prospectus entitled "The Exchange Offer - Procedures for Tendering Old
Notes." An agent's message is a message, transmitted to the Exchange Agent's
account at the Depositary and received by the Exchange Agent and forming a part
of the book-entry confirmation, which states that such participant has received
and agrees to be bound by the Letter of Transmittal and that the Company may
enforce this Letter of Transmittal against such participant.
The undersigned hereby represents and warrants that the information set
forth in the box entitled "Beneficial Owner(s)" is true and correct.
Any Beneficial Owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Old Notes promptly and
instruct such registered holder of Old Notes to tender on behalf of the
Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf,
such Beneficial Owner must, prior to completing and executing this Letter of
Transmittal and delivering its Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such Beneficial Owner's name or obtain
a properly completed bond power from the registered holder of Old Notes. The
transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Old Notes must (i) complete the box entitled "Description of Old Notes," (ii) if
appropriate, check and complete the boxes relating to book-entry transfer,
guaranteed delivery, Special Issuance Instructions, Special Delivery
Instructions and Beneficial Owner(s), (iii) sign the Letter of Transmittal by
completing the box entitled "Sign Here" and (iv) complete the Substitute Form
W-9. Each holder of Old Notes should carefully read the detailed instructions
below prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange
and (i) whose Old Notes are not immediately available, (ii) who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date or (iii) who are unable to complete the
procedure for book-entry transfer on a timely basis, must tender the Old Notes
pursuant to the guaranteed delivery procedures set forth in the section of the
Prospectus entitled "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 2 of the Instructions beginning on page 9 hereof.
2
]
Holders of Old Notes who wish to tender their Old Notes for exchange
using this Letter of Transmittal must, at a minimum, complete columns (1), (2),
if applicable (see footnote 1 below), and (3) in the box below entitled
"Description of Old Notes" and sign the box on page 8 under the words "Sign
Here." If only those columns are completed, such holder of Old Notes will have
tendered for exchange all Old Notes listed in column (3) below. If the holder of
Old Notes wishes to tender for exchange less than all of such Old Notes, column
(4) must be completed in full. In such case, such holder of Old Notes should
refer to Instruction 5 on page 10.
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES
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(1) (2) (3) (4)
Principal
Amount
Tendered
For
Exchange
(only if
different
Name(s) and Address(es) of Registered amount from
Holder(s) of Old Note(s), exactly as name(s) appear(s) on Old Note column (3))
Certificate(s) for Old Note or as the Name of the Number(s) (must be in
Participant Appears on the Book-Entry Transfer Facility's (Attach Aggregate integral
Security Position Listing signed List if Principal multiples
(Please fill in, if blank) necessary)(1) Amount of $1,000)(2)
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------------------ ------------------ -----------------
------------------ ------------------ -----------------
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</Table>
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(1) Column (2) need not be completed by holders of Old Notes tendering Old
Notes for exchange by book-entry transfer. Please check the appropriate
box on the next page and provide the requested information.
(2) Column (4) need not be completed by holders of Old Notes who wish to
tender for exchange the principal amount of Old Notes listed in column
(3). Completion of column (4) will indicate that the holder of Old
Notes wishes to tender for exchange only the principal amount of Old
Notes indicated in column (4).
3
[ ] CHECK HERE IF OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITARY AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS
HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution:
----------------------------------------
Account Number:
----------------------------------------
Transaction Code Number:
----------------------------------------
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
<Table>
Name of Registered Holder of Old Note(s):
-----------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------------------
Window Ticket Number (if available):
-----------------------------------
Name of Institution which Guaranteed Delivery:
-----------------------------------
Account Number (if delivered by book-entry transfer):
-----------------------------------
</Table>
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ATTENTION BROKER-DEALERS: IMPORTANT NOTICE
CONCERNING YOUR ABILITY TO RESELL THE NEW NOTES
EACH BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR ITS OWN ACCOUNT MAY BE
DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT AND MUST,
THEREFORE, DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT
IN CONNECTION WITH ITS INITIAL RESALE OF EACH NEW NOTE RECEIVED IN THE EXCHANGE
OFFER.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO FOR USE IN CONNECTION WITH RESALES OF NEW NOTES:
Name:
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Address:
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Telephone No. ( )
Number of Additional Copies Desired:
----------------
If you requested additional copies of the Prospectus, YOU MUST MAIL OR
SEND A PHOTOCOPY OF THIS PAGE to:
By Mail: By Facsimile:
Radiologix, Inc. or (214) 303-2777
3600 JP Morgan Chase Tower Attn: Investor Relations
2200 Ross Avenue
Dallas, Texas 75201
Attn: Investor Relations
DO NOT SEND THE LETTER OF TRANSMITTAL TO THE ABOVE ADDRESS AS IT WILL NOT
CONSTITUTE A VALID TENDER OF OLD NOTES UNDER THE TERMS OF THE EXCHANGE OFFER.
CONSULT THE PROSPECTUS FOR PROPER DELIVERY PROCEDURES.
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4
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY (i) if the New Notes issued in exchange for Old
Notes (or if certificates for Old Notes not tendered for exchange for New Notes)
are to be issued in the name of someone other than the undersigned or (ii) if
Old Notes tendered by book-entry transfer which are not exchanged are to be
returned by credit to an account maintained at the Depositary.
Issue to:
Name
----------------------------------------------------------------------------
(Please Print)
Address
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(Include Zip Code)
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(Tax Identification or Social Security No.)
Credit Old Notes not exchanged and delivered by book-entry transfer to
the Depositary account set forth below:
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(Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the New Notes issued in exchange for Old Notes
(or if certificates for Old Notes not tendered for exchange for New Notes) are
to be mailed or delivered (i) to someone other than the undersigned, or (ii) to
the undersigned at an address other than the address shown below the
undersigned's signature.
Mail or deliver to:
Name
----------------------------------------------------------------------------
(Please Print)
Address
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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<Table>
<Caption>
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BENEFICIAL OWNER(S)
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State of Principal Residence of Each Beneficial Principal Amount of Old Notes Held for
Owner of Old Notes Account of Beneficial Owner(s)
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
</Table>
If delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at the Depositary, then tenders of Old
Notes must be effected in accordance with the procedures mandated by ATOP and
the procedures set forth in the Prospectus under the caption "The Exchange Offer
- -- Book-Entry Transfer."
5
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Pursuant to the offer by Radiologix, Inc. (the "Company") upon the
terms and subject to the conditions set forth in the Prospectus dated
__________, 2002 (the "Prospectus") and this Letter of Transmittal (the "Letter
of Transmittal"), which, together with the Prospectus, constitutes the Company's
offer (the "Exchange Offer") to exchange $1,000 principal amount of its 10 1/2%
Series B Senior Notes due 2008 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for each
$1,000 principal amount of its outstanding 10 1/2% Series A Senior Notes due
2008 (the "Old Notes"), the undersigned hereby tenders to the Company for
exchange the Old Notes indicated above.
By executing this Letter of Transmittal and subject to and effective
upon acceptance for exchange of the Old Notes tendered for exchange herewith,
the undersigned (i) acknowledges and agrees that the Company shall have fully
performed all of its obligations under that certain Registration Rights
Agreement dated as of December 12, 2001, among the Company and Jefferies &
Company, Inc. and Deutsche Banc Alex. Brown Inc. (the "Initial Purchasers"),
(ii) will have irrevocably sold, assigned and transferred to the Company, all
right, title and interest in, to and under all of the Old Notes tendered for
exchange hereby, and (iii) hereby appoints U.S. Bank National Association (the
"Exchange Agent") as the true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as agent of the Company) of such
holder of Old Notes with respect to such Old Notes, with full power of
substitution, to (x) deliver certificates representing such Old Notes, or
transfer ownership of such Old Notes on the account books maintained by The
Depository Trust Company (the "Depositary") (together, in any such case, with
all accompanying evidences of transfer and authenticity), to the Company, (y)
present and deliver such Old Notes for transfer on the books of the Company, and
(z) receive all benefits and otherwise exercise all rights and incidents of
ownership with respect to such Old Notes, 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 (i) the undersigned
has full power and authority to tender, exchange, assign and transfer the Old
Notes, and (ii) when such Old Notes are accepted for exchange by the Company,
the Company will acquire good and marketable title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon receipt, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Old Notes
tendered for exchange hereby.
The undersigned hereby further represents to the Company that (i) the
New Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in a distribution of the New
Notes and none of them have any arrangement or understanding with any person to
participate in a distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act of 1933, as amended (the "Securities Act"), in connection
with a secondary resale transaction of the New Notes acquired by such person and
(y) cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters, (iv)
the undersigned and each person receiving any New Notes directly or indirectly
from the undersigned pursuant to the Exchange Offer understand that a secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K of the Commission and (v)
neither the undersigned nor any person receiving any New Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer is an "affiliate"
of the Company, as defined under Rule 405 under the Securities Act or, if the
undersigned is an "affiliate" of the Company, that the undersigned will comply
with the registration and prospectus delivery requirements of the Securities Act
applicable to the undersigned. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making or other trading activities, it
6
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned acknowledges that, (i) for purposes of the Exchange
Offer, the Company will be deemed to have accepted for exchange, and to have
exchanged, validly tendered Old Notes, if, as and when the Company gives oral or
written notice thereof to the Exchange Agent. Tenders of Old Notes for exchange
may be withdrawn at any time prior to the Expiration Date, and (ii) any Old
Notes tendered by the undersigned and not accepted for exchange will be returned
to the undersigned at the address set forth above unless otherwise indicated in
the box above entitled "Special Delivery Instructions."
The undersigned acknowledges that the Company's acceptance of Old Notes
validly tendered for exchange pursuant to any one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer" and in the
instructions hereto will constitute a binding agreement among the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for Old
Notes not tendered or exchanged (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that either "Special Issuance Instructions" or "Special Delivery
Instructions" are completed, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange in the name(s)
of, and return any Old Notes not tendered for exchange or not exchanged to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the holder of Old
Note(s) thereof if the Company does not accept for exchange any of the Old Notes
so tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Old Note(s).
In order to validly tender Old Notes for exchange, holders of Old Notes
must complete, execute and deliver this Letter of Transmittal or an agent's
message.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
otherwise stated in the Prospectus, this tender for exchange of Old Notes is
irrevocable.
7
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SIGN HERE
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(Signature(s) of Owner(s))
Date: , 2002
-----------------
Must be signed by the registered holder(s) of Old Notes exactly as
name(s) appear(s) on certificate(s) representing the Old Notes or on a security
position listing or by person(s) authorized to become registered Old Note
holder(s) by certificates and documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information. (See Instruction 6).
Name(s):
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(Please Print)
Capacity (full title):
----------------------------------------------------------
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- --------------------------------------------------------------------------------
Address:
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(Include Zip Code)
Area Code and Telephone No: ( )
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Tax Identification or Social Security No:
---------------------------------------
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature:
-----------------------------------------------------------
Dated:
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Name and Title:
-----------------------------------------------------------------
(Please Print)
Name of Firm:
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8
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, and is a member of one of
the following recognized Signature Guarantee Programs (an "Eligible
Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program
(MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Old Notes (i) if certificates are to be forwarded herewith or (ii) if tenders
are to be made pursuant to the procedures for tender by book-entry transfer or
guaranteed delivery set forth in the section of the Prospectus entitled "The
Exchange Offer--Guaranteed Delivery Procedures." Certificates for all physically
tendered Old Notes or any confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), 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 on the cover of this Letter of Transmittal prior to the
Expiration Date. Holders of Old Notes who elect to tender Old Notes and (i)
whose Old Notes are not immediately available, (ii) who cannot deliver the
Letter of Transmittal, Old Notes or other required documents to the Exchange
Agent prior to the Expiration Date or (iii) who are unable to complete the
procedure for book-entry transfer on a timely basis, may have such tender
effected if: (a) such tender is made by or through an Eligible Institution, (b)
prior to the Expiration Date, the Exchange Agent has received from such Eligible
Institution a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof) and Notice of Guaranteed Delivery substantially in the form
provided by the Company (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder of such Old Notes, the
certificate number(s) of such Old Notes and the principal amount of Old Notes
tendered for exchange, stating that tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery, this Letter of
Transmittal (or a manually executed facsimile thereof), properly completed and
duly executed, the certificates representing such Old Notes (or a Book-Entry
Confirmation), in proper form for transfer, and any other documents required by
this Letter of Transmittal, will be deposited by such Eligible Institution with
the Exchange Agent, and (c) a properly completed and duly executed Letter of
Transmittal (or a manually executed facsimile thereof) with certificates for all
tendered Old Notes, or a Book-Entry Confirmation, and any other documents
required by this Letter of Transmittal are received by the Exchange Agent within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF
OLD NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OLD NOTES SHOULD BE SENT
TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
9
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time
prior to the Expiration Date by delivery of a written or an ATOP electronic
transmission notice of withdrawal to the Exchange Agent at the address set forth
on the cover of this Letter of Transmittal. To be effective, a notice of
withdrawal of Old Notes must (i) specify the name of the person who tendered the
Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number or numbers and aggregate principal
amount of such Old Notes), (iii) be signed by the holder of Old Notes in the
same manner as the original signature on the Letter of Transmittal by which such
Old Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Trustee under the
Indenture register the transfer of such Old Notes into the name of the person
withdrawing the tender, (iv) specify the name in which any such Old Notes are to
be registered, if different from that of the Depositor, and (v) be received by
the Exchange Agent prior to the Expiration Date. Withdrawals of tenders of Old
Notes may not be rescinded, and any Old Notes withdrawn will thereafter be
deemed not 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. Properly withdrawn Old Notes may be retendered by following
one of the procedures described in the section of the Prospectus entitled "The
Exchange Offer -- Procedures for Tendering Old Notes" at any time prior to the
Expiration Date.
5. PARTIAL TENDERS. (Not applicable to holders of Old Notes who tender
Old Notes by book-entry transfer). Tenders of Old Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Old Notes,
fill in the principal amount of Old Notes which are tendered for exchange in
column (4) of the box entitled "Description of Old Notes" on page 3, as more
fully described in the footnotes thereto. In case of a partial tender for
exchange, new certificate(s), in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the holders of Old Notes
unless otherwise indicated in the appropriate box on this Letter of Transmittal
as promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations.
(d) When this Letter of Transmittal is signed by the holder of the Old
Notes listed and transmitted hereby, no endorsements of Old Notes or separate
powers of attorney are required. If, however, Old Notes not tendered or not
accepted are to be issued or returned in the name of a person other than the
holder of Old Notes, then the Old Notes transmitted hereby must be endorsed or
accompanied by appropriate powers of attorney in a form satisfactory to the
Company, in either case signed exactly as the name(s) of the holder of Old Notes
appear(s) on the Old Notes. Signatures on such Old Notes or powers of attorney
must be guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
(e) If this Letter of Transmittal or Old Notes or powers of attorney
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 proper evidence
satisfactory to the Company of their authority so to act must be submitted.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Old Notes listed, the Old Notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed
10
exactly as the name(s) of the registered holder of Old Notes appear(s) on the
certificates. Signatures on such Old Notes or powers of attorney must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the
Company will pay all transfer taxes, if any, applicable to the transfer and
exchange of Old Notes pursuant to the Exchange Offer. If issuance of New Notes
is to be made to, or Old Notes not tendered for exchange are to be issued or
returned in the name of, any person other than the registered holder of the Old
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, and satisfactory evidence
of payment of such taxes or exemptions from taxes therefrom is not submitted
with this Letter of Transmittal, the amount of any transfer taxes payable on
account of any such transfer will be imposed on and payable by the tendering
holder of Old Notes prior to the issuance of the New Notes.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes, or if
any Old Notes not tendered for exchange, are to be issued or sent to someone
other than the holder of Old Notes or to an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed. Holders
of Old Notes tendering Old Notes by book-entry transfer may request that Old
Notes not accepted be credited to such account maintained at the Depositary as
such holder of Old Notes may designate.
9. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including time of receipt), acceptance and withdrawal of
Old Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding. The Company reserves the absolute
right to reject any or all tenders for exchange of any particular Old Notes that
are not in proper form, or the acceptance of which would, in the opinion of the
Company (or its counsel), be unlawful. The Company reserves the absolute right
to waive any defect, irregularity or condition of tender for exchange with
regard to any particular Old Notes. The Company's interpretation of the terms
of, and conditions to, the Exchange Offer (including the instructions herein)
will be final and binding. Unless waived, any defects or irregularities in
connection with the Exchange Offer 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 notice of any defects or irregularities in Old
Notes tendered for exchange, nor shall any of them incur any liability for
failure to give such notice. A tender of Old Notes will not be deemed to have
been made until all defects and irregularities with respect to such tender 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 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 CONDITION. The Company reserves the absolute right to
waive, amend or modify any of the specified conditions described under "The
Exchange Offer -- Expiration Date; Extensions; Amendments" in the Prospectus in
the case of any Old Notes tendered (except as otherwise provided in the
Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If a holder of Old
Notes desires to tender Old Notes pursuant to the Exchange Offer, but any of
such Old Notes has been mutilated, lost, stolen or destroyed, such holder of Old
Notes should contact the Trustee at the address set forth on the cover of this
Letter of Transmittal for further instructions.
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY TRANSFER
OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Old Notes whose
tendered Old Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payor), through the
Exchange Agent, with either (i) such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Old Notes is
awaiting a TIN) and that (A) the holder of Old Notes has not been notified by
the Internal Revenue Service that he or she is subject to backup withholding as
a result of a failure to report all interest or dividends or (B) the Internal
Revenue Service has notified the holder of Old Notes that he or she is no longer
subject to backup withholding, or (ii) an adequate basis for exemption from
backup withholding. If such holder of Old Notes is an individual, the TIN is
such holder's social security number. If the Exchange Agent is not provided with
the correct TIN, the holder of Old Notes may be subject to certain penalties
imposed by the Internal Revenue Service.
Certain holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements with respect to interest payments. Exempt holders of Old
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed Internal Revenue Service Form W-8BEN, Form W-8ECI or
Form W-8IMY, as applicable (the terms of which the Exchange Agent will provide
upon request), signed under penalty of perjury, attesting to the holder's exempt
status. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold 30%
of any payment made to the holder of Old Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
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.
The holder of Old Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Old Notes. If the Old Notes are held in more than one name or are
not held in the name of the actual owner, consult the enclosed Guidelines for
additional guidance regarding which number to report.
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<Table>
- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: U.S. Bank National Association
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND DATING ------------------------------
BELOW Social Security Number
OR
------------------------------
Employer Identification Number
------------------------------------------------- ------------------------------------
FORM W-9 Part 2 - Part 3 -
Certification Under Penalties of Perjury, I
certify that:
(1) The number shown on this form is my Awaiting TIN [ ]
correct taxpayer identification number
(or I am waiting for a number to be issued
to me); and
(2) I am not subject to backup withholding
either because I have not been notified by
the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a
result of a failure to report all interest
or dividends, or the IRS has notified me
that I am no longer subject to backup
withholding.
-------------------------------------------------------------------------------------
Department of the Treasury Certificate instructions - You must cross out item (2) in Part 2 above if you have
Internal Revenue Service been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
Payer's Request for Taxpayer notified by the IRS that you are subject to backup withholding you received another
Identification Number (TIN) notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE DATE
----------------------------------------- --------------------
NAME
-----------------------------------------------------------------------
ADDRESS
--------------------------------------------------------------------
CITY STATE ZIP CODE
------------------------ --------------- -----------------
- -------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENT 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE
FORM W-9
- --------------------------------------------------------------------------------
PAYER'S NAME: U.S. BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING
TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number with sixty (60) days,
30% of all reportable payments made to me thereafter will be withheld until I
provide such a number.
- ---------------------------------------- -----------------------
Signature Date
- --------------------------------------------------------------------------------
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800) 934-6802
OR BY FACSIMILE AT (651) 244-1537.
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