EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
9 7/8% SENIOR SUBORDINATED NOTES DUE 2012
IN EXCHANGE FOR
9 7/8% SENIOR SUBORDINATED NOTES DUE 2012
OF
FLEMING COMPANIES, INC.
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE
EXPIRATION DATE.
The Exchange Agent is:
MANUFACTURERS AND TRADERS TRUST COMPANY
<Table>
By Registered or Certified Mail: By Hand Delivery:
Manufacturers and Traders Trust Company Manufacturers and Traders Trust Company
One M&T Plaza One M&T Plaza
Buffalo, New York 14203 Buffalo, New York 14203
Attention: Russell T. Whitley Attention: Russell T. Whitley
By Overnight Delivery: By Facsimile:
Manufacturers and Traders Trust Company (716) 842-4474
One M&T Plaza Attn: Russell T. Whitley
Buffalo, New York 14203
Attention: Russell T. Whitley Confirm by Telephone:
(716) 842-5602
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The undersigned acknowledges receipt of the Prospectus dated ,
2002 (the "Prospectus"), of Fleming Companies, Inc., an Oklahoma corporation
(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 9 7/8% Senior
Subordinated Notes due 2012 (the "Exchange Notes") for each $1,000 principal
amount of its outstanding 9 7/8% Senior Subordinated Notes due 2012 (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 holder of all the Old Notes (the "Holder") and the undersigned
represents that it
has received from each beneficial owner of Old Notes (the "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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX BELOW.
This Letter of Transmittal is to be used by a Holder (i) if certificates
representing Old Notes are to be forwarded herewith and (ii) if a tender is made
pursuant to the guaranteed delivery procedures in the section of the Prospectus
entitled "The Exchange Offer -- Guaranteed Delivery Procedures."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP for which the Exchange Offer
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 account at DTC. DTC will then send
an agent's message forming part of a book-entry transfer in which the
participant agrees to be bound by the terms of the Letter of Transmittal (an
"Agent's Message") to the Exchange Agent for its acceptance. Transmission of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message.
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 Holder promptly and instruct such Holder 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 Holder. The transfer of
record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a Holder 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 and Special Delivery Instructions, (iii) sign the
Letter of Transmittal by completing the box entitled "Sign Here To Tender Your
Notes" and (iv) complete the Substitute Form W-9. Each Holder 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 or (ii) who cannot deliver
their Old Notes, this Letter of Transmittal and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date, 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.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the box below entitled "Description of Old
Notes," and sign the box below entitled "Sign Here To Tender Your Notes." If
only those columns are completed, such Holder will have tendered for exchange
all Old Notes listed in column (3) below. If the Holder wishes to tender for
exchange less than all of such Old Notes, column (4) must be completed in full.
In such case, such Holder should refer to Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will remain
subject to such Exchange Offer.
The undersigned hereby tenders for exchange 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.
2
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES
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(3)
(1) (2) (4)
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) PRINCIPAL AMOUNT AMOUNT
OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY TENDERED FOR
(PLEASE FILL IN, IF BLANK) NUMBER(S) CERTIFICATE(S)(A) EXCHANGE(B)
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Total
Principal
Amount
Tendered
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(A) Unless indicated in this column, any tendering Holder will be deemed to have tendered the
entire aggregate principal amount represented by the Old Notes indicated in the column labeled
"Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders
must be in integral multiples of $1,000.
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</Table>
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] 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):
Name(s) of Registered Holder(s):
---------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------------
Window Ticket Number (if any):
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Name of Institution that Guaranteed Delivery:
---------------------------------
Only Holders are entitled to tender their Old Notes for exchange in the
Exchange Offer. Any financial institution that is a participant in DTC's system
and whose name appears on a security position listing as the record owner of the
Old Notes and who wishes to make book-entry delivery of Old Notes as described
above must complete and execute a participant's letter (which will be
distributed to participants by DTC) instructing DTC's nominee to tender such Old
Notes for exchange. Persons who are Beneficial Owners of Old Notes but are not
Holders and who seek to tender Old Notes should (i) contact the Holder and
instruct such Holder to tender on his or her behalf, (ii) obtain and include
with this Letter of Transmittal, Old Notes properly endorsed for transfer by the
Holder or accompanied by a properly completed bond power from the Holder, with
signatures on the endorsement or bond power guaranteed by a firm that is an
eligible guarantor
3
institution within the meaning of Rule 17Ad-5 under the Exchange Act, including
a firm that is a member of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc., a commercial bank or
trading company having an office in the United States or certain other eligible
guarantors (each, an "Eligible Institution"), or (iii) effect a record transfer
of such Old Notes from the Holder to such Beneficial Owner and comply with the
requirements applicable to Holders for tendering Old Notes prior to the
Expiration Date. See the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering."
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for the
Old Notes, certificates for Old Notes in a principal amount not exchanged for
Exchange Notes, or Old Notes (if any) not tendered for exchange, 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 DTC.
Issue to:
Name:
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
Credit Old Notes not exchanged and delivered by book-entry transfer to DTC
account set forth below:
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for Old
Notes, certificates for Old Notes in a principal amount not exchanged for
Exchange Notes, or Old Notes (if any) not tendered for exchange, 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:
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the Old Notes indicated
above. Subject to, and effective upon, acceptance for exchange of the Old Notes
tendered for exchange herewith, the undersigned will have irrevocably sold,
assigned, transferred and exchanged, to the Company, all right, title and
interest in, to and under all of the Old Notes tendered for exchange hereby, and
hereby will have appointed 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 with respect to such Old Notes, with full power
of substitution to (i) deliver certificates representing such Old Notes, or
transfer ownership of such Old Notes on the account books maintained by DTC
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (ii) present and deliver such Old Notes for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights and incidents of beneficial 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 it has full power and
authority to tender, exchange, assign and transfer the Old Notes; and that 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 further 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 the
Old Notes tendered for exchange hereby. The undersigned further agrees that
acceptance of any and all validly tendered Old Notes by the Company and the
issuance of Exchange Notes in exchange therefor shall constitute performance in
full by the Company of its obligations under the Registration Rights Agreement.
By tendering, the undersigned hereby further represents to the Company that
(i) the Exchange Notes to be acquired by the undersigned in exchange for the Old
Notes tendered hereby and any Beneficial Owner(s) of such Old Notes in
connection with the Exchange Offer will be acquired by the undersigned and such
Beneficial Owner(s) in the ordinary course of their respective businesses, (ii)
the undersigned is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes, (iii) the undersigned and each Beneficial
Owner acknowledge and agree that any person who is a broker-dealer registered
under the Exchange Act or is participating in the Exchange Offer for the purpose
of distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of Section 10 of the Securities Act in
connection with a secondary resale transaction of the Exchange Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (iv) the undersigned and each Beneficial
Owner understand that a secondary resale transaction described in clause (iii)
above and any resales of Exchange Notes obtained by the undersigned in exchange
for the Old Notes acquired by the undersigned directly from the Company should
be covered by an effective registration statement containing the selling
securityholder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and (v) neither the undersigned nor any
Beneficial Owner is an "affiliate," as defined under Rule 405 under the
Securities Act, of the Company.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. A broker-dealer may not participate in the Exchange Offer with respect to
the Old Notes acquired other than as a result of market-making activities or
other trading activities.
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 5:00
p.m., New York City time, on the Expiration Date. See "The Exchange
Offer -- Withdrawal of Tenders" in the
5
Prospectus. 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" as promptly as practicable after the Expiration Date.
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 between 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 both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange 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(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 MUST COMPLETE,
EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity or dissolution 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.
6
SIGN HERE TO TENDER YOUR OLD NOTES
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(SIGNATURE(S) OF OWNERS(S))
Dated: ___________________ , 2002
Must be signed by the Holder(s) 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 TYPE OR PRINT)
Capacity (full title): ---------------------------------------------------------
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Address: -----------------------------------------------------------------------
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(INCLUDE ZIP CODE)
Principal place of business (if different from address listed above): ----------
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Area Code and Telephone No.: ( )-------------------------------------------
Taxpayer Identification or Social Security Nos.: -------------------------------
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature: ----------------------------------------------------------
Name and Title: ----------------------------------------------------------------
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(PLEASE TYPE OR PRINT)
Name of Firm: ------------------------------------------------------------------
Address: -----------------------------------------------------------------------
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Area Code and Telephone No.: ---------------------------------------------------
Dated: -------------------------------------------------------------------------
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9
IN THIS LETTER OF TRANSMITTAL.
7
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 (1) a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., (2) a commercial bank or trust
company having an office or correspondent in the United States, or (3) an
Eligible Institution that is a member of one of the following recognized
Signature Guarantee Programs:
(a) The Securities Transfer Agents Medallion Program (STAMP);
(b) The New York Stock Exchange Medallion Signature Program (MSP); or
(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 Holder(s) of the Old Notes tendered
herewith and such 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
if certificates representing Old Notes are to be forwarded herewith. All
physically delivered Old Notes, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) and any
other required documents, must be received by the Exchange Agent at its address
set forth herein prior to the Expiration Date or the tendering holder must
comply with the guaranteed delivery procedures set forth below. Delivery of the
documents to DTC does not constitute delivery to the Exchange Agent.
The method of delivery of Old Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder. Except as otherwise provided below, the delivery will be deemed made
only when actually received or confirmed by the Exchange Agent. Instead of
delivery by mail, it is recommended that Holders use an overnight or hand
delivery service, properly insured. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date.
Neither this Letter of Transmittal nor any Old Notes should be sent to the
Company. Holders may request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect the above transactions for such
Holders.
Holders of Old Notes who elect to tender Old Notes and (i) whose Old Notes
are not immediately available or (ii) who cannot deliver the Old Notes, this
Letter of Transmittal or other required documents to the Exchange Agent prior
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Holders may have such tender
effected if:
(a) such tender is made through an Eligible Institution;
(b) prior to 5:00 p.m., New York City time, on the Expiration Date,
the Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery, setting forth
the name and address of the Holder, the certificate number(s) of such Old
Notes, whether the notes tendered are Series B Notes or Series C 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 Expiration Date, this Letter of
Transmittal (or facsimile thereof), together with the certificate(s)
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 executed Letter of Transmittal (or facsimile thereof),
as well as the certificate(s) for all tendered Old Notes in proper form for
transfer or a Book-Entry Confirmation, together with any other
8
documents required by this Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
thereof), waive any right to receive notice of the acceptance of their Old Notes
for exchange.
3. Inadequate Space. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers,
identification as Series B Notes or Series C Notes, and principal amounts of 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 written notice of withdrawal (or facsimile
thereof) 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(s), whether notes to be withdrawn are Series B Notes or
Series C Notes and the aggregate principal amount of Old Notes to be withdrawn),
and (iii) be signed by the Holder 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). 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 thereafter be deemed not
validly tendered for purposes of the Exchange Offer and no Exchange 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" at any time prior to the Expiration Date.
5. Partial Tenders. 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," as more fully
described in the footnotes thereto. In the case of a partial tender for
exchange, a new certificate, in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the Holders 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 on this Letter of Transmittal must
correspond with the name(s) as written on the face of the Old Notes without
alternation, 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 or certificates.
(d) When this Letter of Transmittal is signed by the Holder listed and
transmitted hereby, no endorsements of Old Notes or bond powers 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, then the
Old Notes transmitted hereby must be endorsed or accompanied by a properly
completed bond power, in a form satisfactory to the Company, in either case
signed exactly as the name(s) of the Holder(s) appear(s) on the Old Notes.
Signatures on such Old Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Old 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
9
Company, evidence satisfactory to the Company of their authority to so act
must be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
Holder listed, the Old Notes must be endorsed or accompanied by a properly
completed bond power, in either case signed by such Holder exactly as the
name(s) of the Holder appear(s) on the certificates. Signatures on such Old
Notes or bond powers 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 exchange of Old Notes
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the exchange of Old Notes pursuant to the Exchange Offer, then
the amount of such transfer taxes (whether imposed on the Holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemptions therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
8. Special Issuance and Delivery Instructions. If the Exchange Notes are
to be issued, or if any Old Notes not tendered for exchange are to be issued or
sent to someone other than the Holder 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 DTC as such
Holder may designate.
9. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Old Notes will be determined by the Company in its sole
discretion, which determination shall 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 right to waive any
defects, irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or 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 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
waive, amend or modify certain of the specified conditions as described under
"The Exchange Offer -- Conditions" 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. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed, should contact
the Exchange Agent at the address indicated herein 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) TOGETHER
WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED
DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR THE EXPIRATION DATE.
10
IMPORTANT INFORMATION
Under current federal income tax law, a Holder 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 is awaiting a TIN) and that (A) the Holder 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 that he or she is no
longer subject to backup withholding; or (ii) an adequate basis for exemption
from backup withholding. If such Holder is an individual, the TIN is such
Holder's social security number. If the Exchange Agent is not provided with the
correct taxpayer identification number, the Holder may be subject to certain
penalties imposed by the Internal Revenue Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders 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-8
(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 a
portion of any payment made to the Holder 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 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.
11
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------
PAYER'S NAME: MANUFACTURERS AND TRADERS TRUST COMPANY
- ------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number
DATING BELOW
OR -----------------------
Employer Identification Number
----------------------------------------------------------------------------
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP
DEPARTMENT OF THE WITHHOLDING (See Page 2 of enclosed
TREASURY Guidelines) ------------------------
INTERNAL REVENUE
SERVICE
----------------------------------------------------------------------------
PART 3 -- Certification Under the Penalties PART 4 --
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 ("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.
----------------------------------------------------------------------------
PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part (3) above
TAXPAYER IDENTIFICATION if you have been notified by the IRS that you are subject to backup
NUMBER ("TIN") AND withholding because of underreporting interest or dividends on your tax
CERTIFICATION return. However, if after being notified by the IRS that you are subject to
backup withholding you receive another notification from the IRS that you
are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE -------------------------------------- DATE ---------------------
NAME ----------------------------------------------------------------------
ADDRESS -------------------------------------------------------------------
CITY ----------------------------- STATE ---------- ZIP CODE --------------
- ------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 4 OF THE SUBSTITUTE FORM W-9
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------
PAYER'S NAME: MANUFACTURERS AND TRADERS TRUST COMPANY
- ------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to
mail or deliver an application in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, a portion of all reportable payments made to me thereafter
will be withheld until I provide such a number.
SIGNATURE ---------------------------------------------------------------- DATE -------------------------
- ------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
12