EXHIBIT 99.1
LETTER OF TRANSMITTAL
PSYCHIATRIC SOLUTIONS, INC.
OFFER TO EXCHANGE
10 5/8% SENIOR SUBORDINATED NOTES DUE 2013
FOR ANY AND ALL OUTSTANDING
10 5/8% SENIOR SUBORDINATED NOTES DUE 2013
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2003 (THE "EXPIRATION DATE") UNLESS
EXTENDED BY PSYCHIATRIC SOLUTIONS, INC.
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WACHOVIA BANK, NATIONAL ASSOCIATION
By Registered or Certified Mail, Hand or Overnight Courier:
2525 West End Avenue, Suite 1200
Nashville, Tennessee 37203
Attn: Corporate Trust Group
By Facsimile: By Telephone:
(615) 341-3927 (615) 341-3926
(For Eligible Institutions Only)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2003 (the "Prospectus") of Psychiatric Solutions, Inc. (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe the
Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of
its 10 5/8% Senior Subordinated Notes due 2013 (the "Registered Notes") for each
$1,000 in principal amount of outstanding 10 5/8% Senior Subordinated Notes due
2013 (the "Old Notes"). The terms of the Registered Notes are identical in all
material respects (including principal amount, interest rate and maturity) to
the terms of the Old Notes for which they may be exchanged pursuant to the
Exchange Offer, except that the Registered Notes are freely transferable by
holders thereof (except as provided herein or in the Prospectus) and are not
subject to any covenant regarding registration under the Securities Act of 1933,
as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN
COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL
MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES
OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amounts should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
<Table>
<Caption>
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Aggregate Principal
Name(s) and Addresses of Registered Holder(s) Certificate Amount Represented By Principal Amount
(Please fill-in) Number(s) Old Notes* Tendered**
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount
represented by such Old Notes. See Instruction 2.
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</Table>
2
This Letter of Transmittal is to be used either if certificates
representing Old Notes are to be forwarded herewith or if delivery of Old Notes
is to be made by book-entry transfer to an account maintained by the Exchange
Agent at the Depository Trust Company (the "Book-Entry Transfer Facility"),
pursuant to the procedures set forth in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering Old Notes." Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date must tender their Old Notes according
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Procedures for Tendering Old Notes."
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s)
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The Depository Trust Company Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Name of Eligible Institution that
Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution that Guaranteed Delivery
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If Delivered by Book-Entry Transfer:
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Account Number
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[ ] 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:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Registered Notes. If the undersigned is a broker-dealer that will receive
Registered Notes for its own account in exchange for Old Notes that were
acquired as result of market-making activities or other trading activities
(other than Old Notes acquired directly from the Company), it acknowledges that
it will deliver a prospectus in connection with any resale of such Registered
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. Any holder who is an "affiliate" of the Company
or who has an arrangement or understanding with respect to the distribution of
the Registered Notes to be acquired pursuant to the Exchange Offer, or any
broker-dealer who purchased Old Notes from the Company to resell pursuant to
Rule 144A under the Securities Act or any other available exemption under the
Securities Act must comply with the registration and prospectus delivery
requirements under the Securities Act.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
1. Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Old Notes as are being tendered hereby.
2. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any Registered Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Registered Notes, whether or not
such person is the undersigned, that neither the holder of such Old Notes nor
any such other person is engaging in or intends to engage in a distribution of
such Registered Notes and that neither the holder of such Old Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act
of 1933, as amended (the "Securities Act"), of the Company.
3. The undersigned also acknowledges that the Exchange Offer is being
made in reliance on an interpretation, made to third parties, by the staff of
the Securities and Exchange Commission (the "SEC") that the Registered Notes
issued in exchange for the Old Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by holders thereof (other
than 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
Registered Notes are acquired in the ordinary course of such holders' business,
such holders are not engaging in and do not intend to engage in the distribution
of such Registered Notes and such holders have no arrangements with any person
to participate in the distribution of such Registered Notes. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in. a distribution of Registered Notes. If the
undersigned is a broker-dealer that will receive Registered 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 the Securities Act in
connection with any resales of such Registered 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.
4. The undersigned may, if, and only if, it would not receive freely
tradable Registered Notes in the Exchange Offer or is not eligible to
participate in the Exchange Offer, elect to have its Old Notes registered in the
shelf registration described in the Exchange and Registration Rights Agreement,
dated as of June 30, 2003, among the Company, Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. (the
"Registration Agreement"). Capitalized terms used in this paragraph 4 and not
otherwise defined herein shall have the meanings given to them in the
Registration Agreement. Such election may be made by checking the box under
"Special Registration Instructions" below. By making such election, the
undersigned agrees, as a holder of Old Notes participating in a Shelf
Registration, to comply with the Registration Agreement and to indemnify and
hold harmless the Company, its directors, officers, employees and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended
(the
4
"Exchange Act"), from and against any and all losses, claims, damages,
liabilities, judgments (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement or any preliminary prospectus or
prospectus forming a part thereof (or any amendment or supplement thereto), or
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the undersigned specifically for
inclusion therein. Any such indemnification shall be governed by the terms and
subject to the conditions set forth in the Registration 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 provisions of the Registration Agreement is not intended to be
exhaustive and is qualified in its entirety by the Registration Agreement.
5. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus
under the caption "The Exchange Offer--Withdrawal Rights." See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Registered Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Registered Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
5
THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE
MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT
BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE TERMS OF THE PROSPECTUS
SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be issued in the name of someone other than the person
or persons whose signature(s) appear(s) on this Letter below, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.
Issue: Registered Notes and/or Old Notes to:
Name(s)*
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(Please type or print)
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(Please type or print)
Address:
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Zip Code
Such person(s) must properly complete a Substitute Form W-9, a Form
W-8BEN, a Form W-8ECI, or a Form W-8IMY)
Credit unchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
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(Book-Entry Transfer Facility Account Number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be sent to someone other than the person or persons
whose signatures(s) appear(s) on this Letter below or to such person or persons
at an address other than shown in the box entitled "Description of Old Notes" on
this Letter above.
Mail Registered Notes and/or Old Notes to:
Name(s)*
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(Please type or print)
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(Please type or print)
Address:
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Zip Code
(Such person(s) must properly complete a Substitute Form W-9, a Form
W-8BEN, a Form W-8ECI, or a Form W-8IMY)
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6
SPECIAL REGISTRATION INSTRUCTIONS
(SEE PARAGRAPH 4 ABOVE)
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To be completed ONLY IF (i) the undersigned satisfies the conditions
set forth in paragraph 4 above, (ii) the undersigned elects to register its Old
Notes in the shelf registration described in the Registration Agreement, and
(iii) the undersigned agrees to comply with the Registration Agreement and to
indemnify certain entities and individuals as set forth in paragraph 4 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old Notes registered in a shelf registration in accordance
with the Registration Agreement, (ii) elects to have its Old Notes registered
pursuant to the shelf registration described in the Registration Agreement, and
(iii) agrees to comply with the Registration Agreement and to indemnify certain
entities and individuals identified in, and to the extent provided in, paragraph
4 above.
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X. , 2003
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X. , 2003
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X. , 2003
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Signature(s) of Owner Date
Area Code and Telephone Number
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If a holder is tendering any Old Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Old Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
Name(s):
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Capacity:
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Address:
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name and Firm)
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8
INSTRUCTIONS
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in the
Prospectus under the caption "The Exchange Offer--Book-Entry Transfer."
Certificates for all physically tendered Old Notes, or Book-Entry Confirmation,
as the case may be, as well as a properly completed and duly executed Letter (or
manually signed facsimile thereof), with any required signature guarantees, and
any other documents required by this Letter, must be received by the Exchange
Agent at the address set forth herein on or prior to the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Old Notes tendered hereby must be in denominations or principal amount at
maturity of $1,000 or any integral multiple thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and any other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New
York City time, on the Expiration Date, the Exchange Agent must receive from
such Eligible Institution a properly completed and duly executed Letter (or a
facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Company (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the holder of Old Notes and the amount of
Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Notes in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and any other documents
required by this Letter will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered Old
Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may
be, and all other documents required by this Letter, must be received by the
Exchange Agent within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering holders, but 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. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date. No Letter of Transmittal or Old Notes should
be sent to the Company.
See "The Exchange Offer" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Old Notes to be tendered in the box above
entitled "Description of Old Notes" under "Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Old Notes of a
tendering holder who physically delivered Old Notes will be sent to such
tendering holder, unless otherwise provided in the
9
appropriate box on this Letter, promptly after the Expiration Date. All of the
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE
OF SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
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 as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the Registered Notes are to
be issued, or any untendered Old Notes are to be reissued, to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificate(s)
or bond powers must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificates must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificates(s) or bond powers must be
guaranteed by an Eligible Institution.
If this Letter or any certificates 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,
proper evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program (each an
"Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter need not be guaranteed by an Eligible
Institution if (A) the Old Notes are tendered (i) by a registered holder of Old
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the holder of such Old Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or (ii) for the account of an Eligible Institution and (B) the box
entitled "Special Registration Instructions" on this Letter has not been
completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box
the name and address to which Registered Notes issued pursuant to the Exchange
Offer and/or substitute certificates
10
evidencing Old Notes not exchanged are to be issued or sent, if different from
the name or address of the person signing this Letter. In the case of issuance
in a different name, the employer identification or social security number of
the person named must also be indicated and such person named must properly
complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY,
as applicable. Noteholders tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such noteholder may designate hereon. If no
such instructions are given, such Old Notes not exchanged will be returned to
the name and address of the person signing this Letter.
5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Registered Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Notes tendered hereby, or if tendered Old
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Old Notes to the Company or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering 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 tendering holder.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
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 any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes), (iii) be signed by the holder
in the same manner as the original signature
11
on this Letter by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture pursuant to which the Old Notes were issued
register the transfer of such Old Notes into the name of the person withdrawing
the tender, and (iv) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor. Any Old Notes so properly
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Old Notes which have been tendered for
exchange but which are not exchanged for any reason will be returned to the
holder thereof without cost to such holder as soon as practicable after
withdrawal, rejection of tender, or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following the procedures described
above at any time on or prior to 5:00 p.m., New York City time, on the
Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the 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 of this Letter)
will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and other related documents
may be directed to the Exchange Agent, at the address and telephone number
indicated above.
IMPORTANT TAX INFORMATION
Each prospective holder of Registered Notes to be issued pursuant to
Special Issuance Instructions should complete the attached Substitute Form W-9.
Under current federal income tax law, a holder of Registered Notes is required
to provide the Company (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding to prevent any backup withholding on
any payments received in respect of the Registered Notes. If a holder of
Registered Notes is an individual, the TIN is such holder's social security
number. If the Company is not provided with the correct taxpayer identification
number, a holder of Registered Notes may be subject to a $50 penalty imposed by
the Internal Revenue Service. The Substitute Form W-9 need not be completed if
the box entitled Special Issuance Instructions has not been completed.
Certain holders of Registered Notes (including, among other, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective holders of Registered
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, the appropriate Internal Revenue Service Form W-8
(e.g., W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under
penalty of perjury, attesting to the holder's exempt status. The appropriate W-8
will be provided by the Exchange Agent upon request. See the enclosed Substitute
Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 30%
of any "reportable payment" made to the holder of Registered Notes or other
payee. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of persons subject to backup
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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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to any payments received in
respect of the Registered Notes, each prospective holder of Registered Notes to
be issued pursuant to Special Issuance Instructions should provide the Company,
through the Exchange Agent, with either: (i) such prospective holder's correct
TIN by completing the form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such prospective holder is awaiting a TIN), that
such prospective holder is a U.S. person (including a U.S. resident alien), and
that (A) such prospective 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 such prospective holder that he or she is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of Registered Notes to be issued pursuant to
Special Issuance Instructions is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the
prospective record owner of the Registered Notes. If the Registered Notes will
be held in more than one name or are not held in the name of the actual owner,
consult the enclosed Substitute Form W-9 for additional guidance regarding which
number to report.
13
Form W-9 GIVE FORM TO THE
(Rev. January 2003) REQUESTER. DO NOT
Department of the Treasury SEND TO THE IRS.
Internal Revenue Service
REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND CERTIFICATION
PRINT OR TYPE
See SPECIFIC INSTRUCTIONS on page 2.
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Name
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Business name, if different from above
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Individual/ Exempt from backup
Check appropriate box: [ ] Sole proprietor [ ] Corporation [ ] Partnership [ ] Other ........... [ ] withholding
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Address (number, street, and apt. or suite no.) Requester's name and address (optional)
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City, state, and ZIP code
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List account number(s) here (optional)
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PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
Enter your TIN in the appropriate box. For SOCIAL SECURITY NUMBER
individuals, this is your social security [ ] [ ] [ ] [ ] [ ]
number (SSN). HOWEVER, FOR A RESIDENT ALIEN,
SOLE PROPRIETOR, OR DISREGARDED ENTITY, SEE
THE PART I INSTRUCTIONS ON PAGE 3. For other
entities, it is your employer identification OR
number (EIN). If you do not have a number, See
HOW TO GET A TIN on page 3.
NOTE: If the account is in more than one name, EMPLOYER IDENTIFICATION NUMBER
see the chart on page 4 for guidelines on [ ] [ ] [ ] [ ] [ ]
whose number to enter.
PART II 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 (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 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the instructions on
page 4).
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SIGN SIGNATURE OF
HERE U.S. PERSON DATE
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PURPOSE OF FORM NONRESIDENT ALIEN WHO BECOMES A
RESIDENT ALIEN. Generally, only a
A person who is required to file an nonresident alien individual may use
information return with the IRS, must the terms of a tax treaty to reduce or
obtain your correct taxpayer eliminate U.S. tax on certain types of
identification number (TIN) to report, income. However, most tax treaties
for example, income paid to you, real contain a provision known as a "saving
estate transactions, mortgage interest clause." Exceptions specified in the
you paid, acquisition or abandonment saving clause may permit an exemption
of secured property, cancellation of from tax to continue for certain types
debt, or contributions you made to an of income even after the recipient has
IRA. otherwise become a U.S. resident alien
for tax purposes.
U.S. PERSON. Use Form W-9 only if you
are a U.S. person (including a If you are a U.S. resident alien who
resident alien), to provide your is relying on an exception contained in
correct TIN to the person requesting the saving clause of a tax treaty to
it (the requester) and, when claim an exemption from U.S. tax on
applicable, to: certain types of income, you must
attach a statement that specifies the
1. Certify that the TIN you are following five items:
giving is correct (or you are waiting
for a number to be issued), 1. The treaty country. Generally,
this must be the same treaty under
2. Certify that you are not subject which you claimed exemption from tax as
to backup withholding, or a nonresident alien.
3. Claim exemption from backup 2. The treaty article addressing the
withholding if you are a U.S. exempt income.
payee.
3. The article number (or location)
NOTE: If a requester gives you a in the tax treaty that contains the
form other than Form W-9 to request saving clause and its exceptions.
your TIN, you must use the requester's
form if it is substantially similar to 4. The type and amount of income
this form W-9. that qualifies for the exemption from
tax.
FOREIGN PERSON. If you are a foreign
person, use the appropriate Form W-8 5. Sufficient facts to justify the
(see PUB. 515, Withholding of Tax on exemption from tax under the terms of
Nonresident Aliens and Foreign the treaty article.
Entities).
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Cat. No. 10231x Form W-9 (Rev. 1-2003)