EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 8 1/2% SENIOR SUBORDINATED NOTES DUE 2009
OF
IASIS HEALTHCARE CORPORATION
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
DATED ________, 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ________, 2003 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Mail: By Overnight Courier and By Facsimile:
Hand Delivery:
The Bank of New York The Bank of New York (212) 298-1915
101 Barclay Street 101 Barclay Street (For Eligible Institutions
New York, New York 10286 New York, New York 10286 Only)
Attention: Reorganization Attention: Reorganization Confirm By Telephone:
Department Department (___) ___-_____
(registered or certified mail
recommended)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 8 1/2% SENIOR SUBORDINATED NOTES
DUE 2009 (THE "OUTSTANDING NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT AT
MATURITY OF NEW 8 1/2% SENIOR SUBORDINATED NOTES DUE 2009 PURSUANT TO THE
EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OUTSTANDING NOTES TO
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned hereby acknowledges receipt and review of the
Prospectus, dated ________, 2003 (the "Prospectus"), of IASIS Healthcare
Corporation, a Delaware corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Company's
offer (the "Exchange Offer") to exchange its 8 1/2% Senior Subordinated Notes
due 2009 (the "New Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 8 1/2% Senior Subordinated Notes due 2009 (the
"Outstanding Notes"). Capitalized terms used but not defined herein have the
respective meanings given to them in the Prospectus.
The Company reserves the right, at any time or various times, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent and each registered holder of the Outstanding
Notes of any extension by oral or written notice no later than 9:00 a.m., New
York City time, on the business day after the previously scheduled Expiration
Date.
This Letter of Transmittal is to be used by a holder of Outstanding
Notes if Outstanding Notes are to be forwarded herewith. An Agent's Message (as
defined in the next sentence) is to be used if delivery of Outstanding Notes is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus under the caption
"Exchange Offer -- Procedures for Tendering." The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility and received by the
Exchange Agent and forming a part of the confirmation of a book-entry transfer
("Book-Entry Confirmation"), which states that the Book-Entry Transfer Facility
has received an express acknowledgment from a participant tendering Outstanding
Notes that are the subject of such Book-Entry Confirmation and that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant. Holders of Outstanding Notes whose Outstanding Notes are not
immediately available, or who are unable to deliver their Outstanding Notes and
all other documents required by this Letter of Transmittal to the Exchange Agent
on or prior to the Expiration Date, or who are unable to complete the procedure
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "Exchange Offer -- Guaranteed Delivery Procedures." Delivery
of documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person
in whose name Outstanding Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power from such
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.
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SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. The undersigned hereby tenders to the Company the Outstanding Notes
described in the box entitled "Description of Outstanding Notes Tendered"
pursuant to the Company's offer of $1,000 principal amount at maturity of New
Notes in exchange for each $1,000 principal amount at maturity of the
Outstanding Notes, upon the terms and subject to the conditions contained in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal.
2. The undersigned hereby represents and warrants that it has full
authority to tender the Outstanding Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the tender of Outstanding Notes.
3. The undersigned understands that the tender of the Outstanding Notes
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
4. The undersigned acknowledge(s) that the Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13,
1988), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991)
and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the
New Notes issued in exchange for the Outstanding Notes pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased Outstanding Notes exchanged
for such New Notes directly from the Company to resell pursuant to Rule 144A or
any other available exemption under the Securities Act of 1933, as amended (the
"Securities Act"), and any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act), without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating in, and have no
arrangement with any person to participate in, the distribution of such New
Notes.
5. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
a. the New Notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the
undersigned, whether or not the undersigned is the holder;
b. neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes;
c. neither the holder nor any such other person is an
"affiliate," as such term is defined under Rule 405 promulgated
under the Securities Act, of the Company or if it is an affiliate,
such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable; and
d. neither the undersigned nor any such other person is engaging
in or intends to engage in a distribution of such New Notes.
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6. The undersigned may, if unable to make all of the representations and
warranties contained in Item 5 above and as otherwise permitted in the
registration rights agreement, dated as of June 6, 2003 (the "Registration
Rights Agreement"), by and among the Company and the Initial Purchasers (as
defined therein), elect to have its Outstanding Notes registered in the shelf
registration statement described in the Registration Rights Agreement. Such
election may be made by checking the box below entitled "Special Registration
Instructions." By making such election, the undersigned agrees, as a holder of
Outstanding Notes participating in a shelf registration, to indemnify and hold
harmless the Company and its affiliates, their respective officers, directors,
employees, representatives and agents and each person who controls the Company
within the meaning of either the Securities Act or the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), from and against any and all losses,
claims, damages or liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any shelf registration statement or
prospectus, or in any supplement thereto or amendment thereof, or caused by the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but only with respect
to information relating to the undersigned furnished in writing by or on behalf
of the undersigned expressly for use in a shelf registration statement, a
prospectus or any amendments or supplements thereto. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.
7. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding Notes, it represents that the
Outstanding Notes to be exchanged for New Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. If the undersigned is a broker-dealer and Outstanding Notes
held for its own account were not acquired as a result of market-making or other
trading activities, such Outstanding Notes cannot be exchanged pursuant to the
Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the New Notes in the name of
the undersigned.
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List below the Outstanding Notes to which this Letter of Transmittal relates. If
the space below is inadequate, list the registered numbers and principal amounts
on a separate signed schedule and affix the list to this Letter of Transmittal.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
AGGREGATE
NAME(S) AND ADDRESS(ES) OF PRINCIPAL AMOUNT
REGISTERED HOLDER(S) EXACTLY AS REPRESENTED BY PRINCIPAL
NAME(S) APPEAR(S) ON OUTSTANDING REGISTERED OUTSTANDING AMOUNT
NOTES NUMBER(S)* NOTE(S) TENDERED**
________________________________ __________ _________________ ____________
________________________________ __________ _________________ ____________
________________________________ __________ _________________ ____________
________________________________ __________ _________________ ____________
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Notes
will be deemed to have tendered the entire aggregate principal amount
represented by such Outstanding Notes. All tenders must be in integral
multiples of $1,000.
METHOD OF DELIVERY
[ ] Check here if tendered Outstanding Notes are enclosed herewith.
[ ] Check here if tendered Outstanding Notes are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent
with the Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution:____________________________
Account Number:___________________________________________
Transaction Code Number:__________________________________
[ ] Check here if tendered Outstanding Notes are being delivered pursuant
to a Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s):___________________________
Date of Execution of Notice of Guaranteed Delivery:________
Window Ticket Number (if available):_______________________
Name of Eligible Institution that Guaranteed Delivery:_____
Account Number (If delivered by book-entry transfer):______
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
Name:_______________________________________________________________
(Type or Print) To be completed ONLY (i) if Outstanding Notes in a principal
amount not tendered, or New Notes issued in exchange for Outstanding Notes
accepted for exchange, are to be issued in the name of someone other than the
undersigned, or (ii) if Outstanding Notes tendered by book-entry transfer that
are not exchanged are to be returned by credit to an account maintained at the
Book-Entry Transfer Facility. Issue New Notes and/or Outstanding Notes to:
Address:____________________________________________________________
____________________________________________________________
(Zip Code)
----------------------------------------------
(Tax Identification or Social Security Number)
(Complete Substitute Form W-9)
Credit Unexchanged Outstanding Notes
Delivered by Book-Entry Transfer
to the Book-Entry Transfer Facility
Set Forth Below:
------------------------------------------
Book-Entry Transfer Facility
Account Number:
-----------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if the New Notes are to be issued or sent to someone other
than the undersigned or to the undersigned at an address other than as indicated
above.
Mail [ ] Issue [ ] (check appropriate boxes)
Name:___________________________________________________________
(Type or Print)
Address:________________________________________________________
________________________________________________________
(Zip Code)
---------------------------------------------------
(Tax Identification or Social Security Number)
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SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if (i) the undersigned satisfies the conditions set forth
in Item 6 above, (ii) the undersigned elects to register its Outstanding Notes
in the shelf registration statement described in the Registration Rights
Agreement and (iii) the undersigned agrees to indemnify certain entities and
individuals as set forth in Item 6 above. (See Item 6.)
[ ] By checking this box, the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 5
above, (ii) elects to have its Outstanding Notes registered pursuant to the
shelf registration statement described in the Registration Rights Agreement and
(iii) agrees to indemnify certain entities and individuals identified in, and to
the extent provided in, Item 6 above.
SPECIAL BROKER-DEALER INSTRUCTIONS
[ ] Check here if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements thereto.
Name:____________________________________________________________
(Please Print)
Address:_________________________________________________________
_________________________________________________________
(Zip Code)
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
Signature(s) of Registered Holders of Outstanding Notes:
X_______________________________________________________________________________
X_______________________________________________________________________________
Dated:_________________________________
(The above lines must be signed by the registered holder(s) of Outstanding Notes
as its name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding completion of this
Letter of Transmittal, printed below.)
Name(s):_____________________________________________________________
(Please Type or Print)
Capacity:____________________________________________________________
Address:_____________________________________________________________
_____________________________________________________________
(Zip Code)
Area Code and Telephone Number:______________________________________
SIGNATURE GUARANTEE (SEE INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
___________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
___________________________________________________________________
(Address (including zip code) and Telephone Number (including
area code) of Firm)
________________________________
(Authorized Signature)
________________________________
(Printed Name)
________________________________
(Title)
Dated:______________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR
BOOK-ENTRY CONFIRMATIONS.
All physically delivered Outstanding Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or Agent's Message 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 herein prior to 5:00 p.m., New York City
time, on the Expiration Date.
The method of delivery of the tendered Outstanding Notes, this Letter
of Transmittal and all other required documents to the Exchange Agent is at the
election and risk of the holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If such delivery is by mail, it is recommended that registered
mail, properly insured, with return receipt requested, be used. Instead of
delivery by mail, it is recommended that the holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Outstanding Notes should be sent to the Company.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Outstanding Notes and whose
Outstanding Notes are not immediately available or who cannot deliver their
Outstanding Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date, or who cannot
complete the procedure for book-entry transfer on a timely basis and deliver an
Agent's Message, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures, a
tender may be effected if the Exchange Agent has received at its office, on or
prior to the Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery by facsimile transmission, mail or hand delivery or a
properly transmitted Agent's Message and Notice of Guaranteed Delivery from an
Eligible Institution (defined as a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act) setting forth the name and address of
the tendering holder, the name(s) in which the Outstanding Notes are registered,
the certificate number(s) and the principal amount of the Outstanding Notes to
be tendered, and stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the expiration
date, such properly completed and executed Letter of Transmittal or facsimile
transmission thereof by the Eligible Institution, such Outstanding Notes, in
proper form for transfer (or a confirmation of book-entry transfer of such
Outstanding Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility), will be delivered by such Eligible Institution together with any
other required documents to the Exchange Agent. Unless Outstanding Notes being
tendered by the above-described method are deposited with the Exchange Agent
within the time period set forth above (accompanied or preceded by a properly
completed Letter of Transmittal and any other required documents), the Company
may, at its option, reject the tender.
Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes
9
according to the guaranteed delivery procedures set forth above. See "Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus.
3. TENDER BY HOLDER.
Only a registered holder of Outstanding Notes may tender such
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding
Notes who is not the registered holder and who wishes to tender should arrange
with the registered holder to execute and deliver this Letter of Transmittal on
his behalf or must, prior to completing and executing this Letter of Transmittal
and delivering his Outstanding Notes, either make appropriate arrangements to
register ownership of the Outstanding Notes in such holder's name or obtain a
properly completed bond power from the registered holder.
4. PARTIAL TENDERS.
Tenders of Outstanding Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Outstanding
Notes is tendered, the tendering holder should fill in the principal amount
tendered in the appropriate column of the box entitled "Description of
Outstanding Notes Tendered" above. The entire principal amount of Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Outstanding
Notes is not tendered, then Outstanding Notes for the principal amount of
Outstanding Notes not tendered and New Notes issued in exchange for any
Outstanding Notes accepted will be sent to the holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal, promptly after the Outstanding Notes are accepted for
exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Outstanding Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Outstanding Notes
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal (or facsimile hereof) is signed by a participant in the Book-Entry
Transfer Facility, the signature must correspond with the name as it appears on
the security position listing as the holder of the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby and
the New Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Outstanding Notes is to be reissued) to the registered
holder, the holder need not and should not endorse any tendered Outstanding
Notes, nor provide a separate bond power. In any other case, such holder must
either properly endorse the Outstanding Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Outstanding Notes
listed, such Outstanding Notes must be endorsed or accompanied by appropriate
bond powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
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
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the Company, evidence satisfactory to the Company of their authority to act must
be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes and signatures on bond powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.
All signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, in the applicable box or boxes, the
name and address (or account at the Book-Entry Transfer Facility) to which New
Notes or substitute Outstanding Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
Tax law requires that a holder of any Outstanding Notes that are
accepted for exchange must provide the Company (as payor) with its correct
taxpayer identification number ("TIN"), which, in the case of a holder who is an
individual, is his or her social security number. If the Company is not provided
with the correct TIN, the holder may be subject to a monetary penalty imposed by
Internal Revenue Service. (If withholding results in an overpayment of taxes, a
refund may be obtained). Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Outstanding Notes are registered in more than one name or are not in the
name of the actual owner, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9" for information on which
TIN to report.
The Company reserves the right in its sole discretion to take whatever
steps necessary to comply with the Company's obligations regarding backup
withholding.
7. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Outstanding Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any or all
tenders not in proper form or the acceptance for exchange of which may, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any Outstanding Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions on the Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding 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 Outstanding Notes, neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give such notification. Tenders of
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Outstanding Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Outstanding 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 the Letter of
Transmittal, as soon as practicable following the Expiration Date.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or part, any
of the conditions to the Exchange Offer set forth in the Prospectus or in this
Letter of Transmittal.
9. NO CONDITIONAL TENDER.
No alternative, conditional, irregular or contingent tender of
Outstanding Notes on transmittal of this Letter of Transmittal will be accepted.
10. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. REQUEST FOR ASSISTANCE OF ADDITIONAL COPIES.
Requests for assistance or for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
or telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
12. WITHDRAWAL.
Tenders may be withdrawn only pursuant to the limited withdrawal rights
set forth in the Prospectus under the caption "Exchange Offer -- Withdrawal of
Tenders."
IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof
(together with the outstanding notes delivered by book-entry transfer or in
original hard copy form) must be received by the Exchange Agent, or the Notice
of Guaranteed Delivery must be received by the Exchange Agent, prior to the
Expiration Date.
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PAYOR'S NAME: IASIS HEALTHCARE CORPORATION
- ----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN
THE BOX AT THE RIGHT AND CERTIFY BY
FORM W-9 SIGNING AND DATING BELOW. __________________________
Social Security Number
DEPARTMENT OF THE Name: ___________________________________
TREASURY Or
_________________________________________
INTERNAL Business Name ___________________________
REVENUE SERVICE Employer Identification Number
- ----------------------------------------------------------------------------------------------------------------------------
PAYOR'S REQUEST FOR Please check appropriate box
TAXPAYER [ ] Individual/Sole Proprietor
IDENTIFICATION [ ] Corporation
NUMBER ("TIN") [ ] Partnership [ ] Other
________________________________________
Address
________________________________________
City, State, Zip Code
- ----------------------------------------------------------------------------------------------------------------------------
PART 2 -- For Payees exempt from back-up withholding, see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9, check the Exempt box below and complete the Substitute Form W-9
Exempt: [ ]
PART 3 -- 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); and (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
on 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) above if you have
been notified by the IRS that you are currently subject to backup withholding
because of under reporting interest or dividends on your tax return.
Signature:__________________________ PART 4 -- AWAITING TIN [ ]
Please complete the Certificate of
Date:_______________________________ Authority Taxpayer Identification
Numbers below.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM W-9.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 4 OF THE
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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 60 days of the payment date the
withholding amount will be remitted to the IRS.
Signature:__________________________ Date:_______________, 2003
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payor.
FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND TAXPAYER IDENTIFICATION NUMBER OF:
- ------------------------ ----------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings trust account The grantor- trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner(1)
or valid trust under state law
5. Sole proprietorship account The owner(3)
6. A valid trust, estate, or pension trust The legal entity (Do not furnish the taxpayer
identification number of the personal representative
or trustee unless the legal entity itself is not
designated in the account title)(4)
7. Corporate account The corporation
8. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
9. Partnership account The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a state or
local government, school district, or prison) that
receives agricultural program payments
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) YOU MUST SHOW YOUR INDIVIDUAL NAME. You may also enter your business or
"DBA" name. You may use either your Social Security number or your employer
identification number (if you have one).
(4) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
RESIDENT ALIEN INDIVIDUALS: If you are a resident alien individual and you do
not have, and are not eligible to get, a Social Security number, your taxpayer
identification number is your individual taxpayer identification number ("ITIN")
as issued by the Internal
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Revenue Service. Enter it on the portion of the Substitute Form W-9 where the
Social Security number would otherwise be entered. If you do not have an ITIN,
see "Obtaining a Number" below.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 -- PAGE 2
OBTAINING A NUMBER.
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Number Card (for individuals), or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service (the "IRS") and apply for a number. Resident alien
individuals who are not eligible to get a Social Security number and need an
ITIN should obtain Form W-7, Application for Individual Taxpayer Identification
Number, from the IRS.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.
The following is a list of payees exempt from backup withholding and
for which no information reporting is required. For interest and dividends, all
listed payees are exempt except the payee in item (9). For broker transactions,
payees listed in items (1) through (13) and a person registered under the
Investment Advisers Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under sections 6041 and 6041A are generally exempt
from backup withholding only if made to payees described in items (1) through
(7). Unless otherwise indicated, all "section" references are to sections of the
Internal Revenue Code of 1986, as amended (the "Code").
LIST OF EXEMPT PAYEES: (1) A corporation. (2) An organization exempt
from tax under section 501(a), or an IRA, or a custodial account under section
403(b)(7) if the account satisfies the requirements of section 401(f)(2). (3)
The United States or any of its agencies or instrumentalities. (4) A state, the
District of Columbia, a possession of the United States, or any of their
political subdivisions or instrumentalities. (5) A foreign government or any of
its political subdivisions, agencies or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of the United
States. (9) A futures commission merchant registered with the Commodity Futures
Trading Commission. (10) A real estate investment trust. (11) An entity
registered at all times during the tax year under the Investment Company Act of
1940. (12) A common trust fund operated by a bank under section 584(a). (13) A
financial institution. (14) A middleman known in the investment community as a
nominee or custodian. (15) A trust exempt from tax under section 664 or
described in section 4947.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS NOT GENERALLY SUBJECT TO
BACKUP WITHHOLDING INCLUDE THE FOLLOWING: Payments to nonresident aliens subject
to withholding under section 1441. Payments to partnerships not engaged in a
trade or business in the U.S. and which have at least one nonresident partner.
Payments of patronage dividends where the amount received is not paid in money.
Payments made by certain foreign organizations. Section 404(k) distributions
made by an ESOP.
PAYMENTS OF INTEREST NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING
INCLUDE THE FOLLOWING: Payments of interest on obligations issued by
individuals. Note: You may be subject to backup withholding if this interest is
$600 or more and is paid in the course of your trade or business and you have
not provided your correct taxpayer identification number to the payor. Payments
of tax-exempt interest (including exempt-interest dividends under section 852).
Payments described in section 6049(b)(5) to non-resident aliens. Payments on
tax-free covenant bonds under section 1451. Payments made by certain foreign
organizations. Payments of mortgage or student loan interest to you.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR; FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER; WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT
ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYOR THE
APPROPRIATE COMPLETED INTERNAL REVENUE SERVICE FORM W-8.
Certain payments other than interest, dividends and patronage
dividends, that are not subject to information reporting are also not subject to
backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N of the Code and the Treasury regulations promulgated
thereunder.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give their correct taxpayer identification
numbers to payors who must report the payments to the IRS. The IRS uses the
numbers for identification purposes and to verify the accuracy of tax returns.
The IRS also may provide this information to the Department of Justice for civil
and criminal litigation and to cities, states, and the District of Columbia to
carry out their tax laws. Payors must be given the
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numbers whether or not recipients are required to file tax returns. Payors must
generally withhold tax from payments of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payor. The current rate of such withholding tax is 30%. Certain penalties
may also apply.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 -- PAGE 3
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your correct taxpayer identification number to a payor, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE
INFORMATION WITH RESPECT TO WITHHOLDING -- If you make a false statement with no
reasonable basis which results in no imposition of backup withholding, you are
subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION --
Willfully falsifying certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
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