EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
11 3/4% SENIOR SUBORDINATED NOTES DUE 2013
OF
SS&C TECHNOLOGIES, INC.
PURSUANT TO THE PROSPECTUS DATED , 2006
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2006, 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 TENDERS MAY BE WITHDRAWN AT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:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
<Table>
BY REGISTERED AND CERTIFIED MAIL: BY HAND DELIVERY:
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Services
MAC N9303-121 608 2(nd) Avenue South
P.O. Box 1517 Northstar East Building -- 12(th) Floor
Minneapolis, MN 55480 Minneapolis, MN 55402
ATTENTION: REORG. GROUP ATTENTION: REORG. GROUP
BY OVERNIGHT COURIER OR REGULAR MAIL: BY FACSIMILE:
Wells Fargo Bank, N.A. (612) 667-6282
Corporate Trust Operations ATTN: REORG. GROUP
MAC N9303-121 CONFIRM BY TELEPHONE:
6(th) & Marquette Avenue (800) 344-5128
Minneapolis, MN 55479
ATTENTION: REORG. GROUP
</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 A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2006 (the "Prospectus"), of SS&C Technologies, Inc., a Delaware 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 11 3/4% Senior Subordinated
Notes due 2013 (the "Exchange Notes") for each $1,000 principal amount of its
outstanding 11 3/4% Senior Subordinated Notes due 2013 (the "Private 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 Private Notes described in the box
entitled "Description of Private 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 Private Notes (the "Holder") and
the undersigned represents that it has received from each beneficial owner of
Private 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 CAREFULLY THIS ENTIRE LETTER OF TRANSMITTAL AND COMPLETE ALL BOXES
BELOW.
This Letter of Transmittal is to be used by a Holder (i) if certificates
representing Private 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 Private 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 Private Notes, either make
appropriate arrangements to register ownership of the Private 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 Private 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 Private Notes" and (iv) complete the Substitute Form W-9. Each
Holder should carefully read the detailed instructions below prior to completing
this Letter of Transmittal.
Holders of Private Notes who desire to tender their Private Notes for
exchange and (i) whose Private Notes are not immediately available or (ii) who
cannot deliver their Private 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 Private 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 Private Notes who wish to tender their Private Notes for
exchange must complete columns (1) through (3) in the box below entitled
"Description of Private Notes," and sign the box below entitled "Sign Here To
Tender Your Private Notes." If only those columns are completed, such Holder
will have tendered for exchange all Private Notes listed in column (3) below. If
the Holder wishes to tender for exchange less than all of such Private 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 Private
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 Private Notes described in
the box entitled "Description of Private Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal.
2
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF PRIVATE NOTES
- --------------------------------------------------------------------------------------------------------------------
(3)
AGGREGATE (4)
(1) (2) PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE REPRESENTED BY TENDERED FOR
HOLDER(S) (PLEASE FILL IN, IF BLANK) NUMBER(S) CERTIFICATE(S)(A) EXCHANGE(B)
- --------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
TOTAL PRINCIPAL
AMOUNT TENDERED
- --------------------------------------------------------------------------------------------------------------------
(A) Unless indicated in this column, any tendering Holder will be deemed to have tendered the entire aggregate
principal amount represented by the Private 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 Private Notes. All other tenders must be in
integral multiples of $1,000.
- --------------------------------------------------------------------------------------------------------------------
</Table>
3
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED PRIVATE 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):
- --------------------------------------------------------------------------------
Name of Institution that Guaranteed Delivery:
- --------------------------------------------------------------------------------
Only Holders are entitled to tender their Private 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
Private Notes and who wishes to make book-entry delivery of Private 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
Private Notes for exchange. Persons who are Beneficial Owners of Private Notes
but are not Holders and who seek to tender Private Notes should (i) contact the
Holder and instruct such Holder to tender on its behalf, (ii) obtain and include
with this Letter of Transmittal, Private 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 institution within the meaning of Rule 17Ad-15 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 Private Notes from the Holder to such
Beneficial Owner and comply with the requirements applicable to Holders for
tendering Private 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.
4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7, 8 AND 9)
To be completed ONLY (i) if the Exchange Notes issued in exchange for the
Private Notes, certificates for Private Notes in a principal amount not
exchanged for Exchange Notes, or Private Notes (if any) not tendered for
exchange, are to be issued in the name of someone other than the undersigned or
(ii) if Private 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:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
Credit Private Notes not exchanged and delivered by book-entry transfer to DTC
account set forth below:
- --------------------------------------------------------------------------------
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7, 8 AND 9)
To be completed ONLY(i) if the Exchange Notes issued in exchange for
Private Notes, certificates for Private Notes in a principal amount not
exchanged for Exchange Notes, or Private 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:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
5
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 Private Notes
indicated above. Subject to, and effective upon, acceptance for exchange of the
Private 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 Private 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
Private Notes, with full power of substitution to (i) deliver certificates
representing such Private Notes, or transfer ownership of such Private 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 Private 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 Private 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 Private Notes; and that
when such Private 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
Private Notes tendered for exchange hereby. The undersigned further agrees that
acceptance of any and all validly tendered Private 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
Private Notes tendered hereby and any Beneficial Owner(s) of such Private 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 does not have an
arrangement or understanding with any person to engage in the distribution of
the Exchange Notes in violation of the provisions of the Securities Act, (iv)
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, (v) the
undersigned and each Beneficial Owner understand that a secondary resale
transaction described in clause (iv) above and any resales of Exchange Notes
obtained by the undersigned in exchange for the Private 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 (vi) neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined under Rule 405 under the Securities Act, of the Company
or any guarantor of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Private 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 Private 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 Private Notes,
if, as and when the Company gives oral or written notice thereof to the Exchange
Agent. Tenders of Private 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 Rights" in the Prospectus. Any Private Notes tendered by the
undersigned and not accepted for exchange will be returned to the undersigned at
the address set forth
6
above unless otherwise indicated in the box above entitled "Special Delivery
Instructions" promptly after the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Private 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 Private 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
Private 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 Private Notes
accepted for exchange in the name(s) of, and return any Private 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 Private Notes from the name of the Holder(s) thereof if the Company does not
accept for exchange any of the Private Notes so tendered for exchange or if such
transfer would not be in compliance with any transfer restrictions applicable to
such Private Note(s).
IN ORDER TO VALIDLY TENDER PRIVATE 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 Private Notes is irrevocable.
7
SIGN HERE TO TENDER YOUR PRIVATE NOTES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated: ------------------------------ , 2006
Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s)
representing the Private Notes or on a security position listing or by person(s)
authorized to become registered Private 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):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Principal place of business (if different from address listed above):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
- --------------------------------------------------------------------------------
Tax Identification or Social Security Nos.:
- --------------------------------------------------------------------------------
8
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature:
- --------------------------------------------------------------------------------
Name and Title:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL.
9
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 Private 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 Private 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 PRIVATE NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by Holders
if certificates representing Private Notes are to be forwarded herewith. All
physically delivered Private 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 Private 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 Private 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 Private Notes who elect to tender Private Notes and (i) whose
Private Notes are not immediately available or (ii) who cannot deliver the
Private Notes, this Letter of Transmittal or other required documents to the
Exchange Agent prior the Expiration Date must tender their Private 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
Private Notes and the principal amount of Private 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 Private 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 Private Notes in proper form
for transfer or a Book-Entry Confirmation, together with 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
Expiration Date.
10
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 Private
Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Private Notes" above is inadequate, the certificate numbers and
principal amounts of the Private Notes being tendered should be listed on a
separate signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Private 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
Private Notes must (i) specify the name of the person who tendered the Private
Notes to be withdrawn (the "Depositor"), (ii) identify the Private Notes to be
withdrawn (including the certificate number(s) and aggregate principal amount of
such Private Notes), and (iii) be signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Private 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 Private 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 Private Notes
so withdrawn are validly retendered. Properly withdrawn Private 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 Private 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 Private Notes,
fill in the principal amount of Private Notes which are tendered for exchange in
column (4) of the box entitled "Description of Private 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 Private Notes, will be sent to the Holders unless
otherwise indicated in the appropriate box on this Letter of Transmittal
promptly 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 Private Notes without
alteration, enlargement or any change whatsoever.
(b) If tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Private 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 Private Notes or bond powers are
required. If, however, Private Notes not tendered or not accepted, are to be
issued or returned in the name of a person other than the Holder, then the
Private 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 Private Notes.
Signatures on such Private Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Private Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
Holder listed, the Private 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 Private
Notes or bond powers must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).
11
7. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under United States federal
income tax law, a Holder whose tendered Private Notes are accepted for exchange
may be subject to backup withholding (currently at a 28% rate) on payments that
may be made by the Company on account of Exchange Notes issued pursuant to the
Exchange Offer. To prevent backup withholding, each Holder of tendered Private
Notes must provide to the Exchange Agent such Holder's correct taxpayer
identification number ("TIN") by completing the Substitute Form W-9 below,
certifying that the Holder is a United States person (including a United States
resident alien), that the TIN provided is correct (or that the Holder is
awaiting a TIN), and that (i) the Holder is exempt from backup withholding, (ii)
the Holder has not been notified by the Internal Revenue Service (the "IRS")
that the Holder is subject to backup withholding as a result of a failure to
report all interest or dividends, or (iii) the IRS has notified the Holder that
the Holder is no longer subject to backup withholding. If the Exchange Agent is
not provided with the correct TIN, the tendering Holder may be subject to a $50
penalty imposed by the IRS. In addition, the Holder may be subject to backup
withholding on all reportable payments made on account of the Exchange Notes
after the exchange.
If the Holder is an individual, the TIN is his or her social security
number. If the Holder is a nonresident alien or a foreign entity not subject to
backup withholding, the Holder must provide to the Exchange Agent the
appropriate completed Form W-8 rather than a Substitute Form W-9. These forms
may be obtained from the Exchange Agent. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions. If the Private Notes are in more than
one name or are not in the name of the actual owner, the tendering holder should
consult the W-9 Guidelines for information regarding which TIN to report.
If the Holder whose Private Notes are tendered does not have a TIN or does
not know its TIN, the Holder should check the box in Part 2 of the Substitute
Form W-9, write "Applied For" in lieu of its TIN in Part 1, sign and date the
form and provide it to the Exchange Agent. In addition, such Holder also must
sign and date the Certificate of Awaiting Taxpayer Identification Number. A
Holder that does not have a TIN should consult the W-9 Guidelines for
instructions on applying for a TIN. Note: Checking the box in Part 2 of the
Substitute Form W-9 and writing "Applied For" in Part 1 means that the Holder
has already applied for a TIN or that the Holder intends to apply for one in the
near future. If a Holder checks the box in Part 2 and writes "Applied For" in
Part 1, backup withholding at the applicable rate will nevertheless apply to all
reportable payments made to such Holder. If such a Holder furnishes its properly
certified TIN to the Exchange Agent within 60 days of the Exchange Agent's
receipt of the Substitute Form W-9, however, any amounts so withheld shall be
refunded to such Holder. If, however, the Holder has not provided the Exchange
Agent with its TIN within such 60-day period, such previously retained amounts
will be remitted to the IRS as backup withholding.
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 overpayment of
taxes, a refund may be obtained from the IRS.
8. TRANSFER TAXES. Holders whose Private Notes are tendered for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, the Exchange Notes are delivered to, or are to be issued in the name
of, any person other than the Holder of the Private Notes tendered hereby, or if
tendered Private Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Private Notes in connection with the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
Holder or any other persons) will be payable by the Holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
Holder.
9. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange Notes are
to be issued, or if any Private 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 Private Notes tendering Private Notes by book-entry transfer may
request that Private Notes not accepted be credited to such account maintained
at DTC as such Holder may designate.
10. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Private 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
12
all Private Notes not properly tendered or any Private 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 Private Notes. 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. Unless waived, any defects or irregularities in
connection with tenders of Private 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 Private Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Private Notes will not be deemed
to have been made until such defects or irregularities have been cured or
waived. Any Private Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, promptly following the
Expiration Date.
11. 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 to the Exchange Offer" in the Prospectus in
the case of any Private Notes tendered (except as otherwise provided in the
Prospectus).
12. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any tendering
Holder whose Private Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated herein for further
instructions.
13. REQUESTS FOR 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.
13
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 7)
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: WELLS FARGO BANK, N.A.
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. For TIN: ---------------------
DEPARTMENT OF THE TREASURY individuals, this is your Social Security Number Social Security Number
INTERNAL REVENUE SERVICE ("SSN"). For a sole proprietor, a resident alien, a
PAYOR'S REQUEST FOR disregarded entity, or if your account is in more than OR ---------------------
TAXPAYER IDENTIFICATION one name, see enclosed W-9 Guidelines. For other Employer Identification
NUMBER ("TIN") AND entities, it is your Employer Identification Number Number
CERTIFICATION ("EIN"). If you do not have a number, see how to get a
TIN by consulting the enclosed W-9 Guidelines.
--------------------------------------------------------------------------------------
</Table>
<Table>
PART 2 -- Awaiting TIN. [ ]
(If you check the box in Part 2, also complete the "Certificate of Awaiting Taxpayer
Identification Number" below.)
PART 3 -- Exempt Payee. [ ]
(Check the box in Part 3 if you are an exempt payee.)
- -----------------------------------------------------------------------------------------------------------------
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I 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, or (b) 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 (c) the IRS has notified me that I am no longer subject
to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
- -----------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) of the above certification if you have been notified by
the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends
on your tax return and you have not received another notification from the IRS that you are no longer subject
to backup withholding. The IRS does not require your consent to any provision of this Substitute Form W-9 other
than the certifications required to avoid backup withholding.
- -----------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE Signature of U.S. Person ---------------------- Date ---------------------
Name -------------------------------------------------------------------------------
Business name (if different from above) --------------------------------------------
Address ----------------------------------------------------------------------------
City ------------------ State ------------------- Zip ---------------------------
Check the appropriate box:
[ ] Individual/Sole Proprietor [ ] Corporation
[ ] Partnership [ ] Other --------------------
- -----------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. IN
ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY
IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
14
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF 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 (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 by the time of payment, the
payor may withhold a percentage (currently 28%) of all reportable payments paid
to my account until I provide a number. I understand that if I do not provide a
taxpayer identification number to the payor within 60 days of the payor's
receipt of this form, such retained amounts will be remitted to the Internal
Revenue Service as backup withholding and the specified rate 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: -------------------------
15