EXHIBIT 99.01
QUINTILES TRANSNATIONAL CORP.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE 10% SENIOR SUBORDINATED NOTES DUE 2013,
(CUSIP: 748767AE0)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2013,
(CUSIP: 748767AD2 AND U74896AB4)
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED BY
QUINTILES TRANSNATIONAL CORP. IN ITS SOLE DISCRETION.
TENDERS OF UNREGISTERED SENIOR SUBORDINATED NOTES MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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DELIVER TO THE EXCHANGE AGENT FOR THE EXCHANGE OFFER AT:
By Registered and Certified Mail By Overnight Courier or Regular Mail: By Hand Delivery
Wells Fargo Bank , N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building - 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorg. Attention: Reorg Attention: Reorg
or
Facsimile: (612) 667-4927
Telephone: (612) 667-9764
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN TO THE EXCHANGE AGENT AS SET FORTH
ABOVE (THE "EXCHANGE AGENT"), WILL NOT CONSTITUTE A VALID DELIVERY. THE METHOD
OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE
HOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND THE USE OF REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the
Prospectus, dated _____________, 2004 (the "Prospectus"), of Quintiles
Transnational Corp. ("Quintiles") and this letter of transmittal and the
instructions hereto (the "Letter of Transmittal"), which together constitute
Quintiles' offer (the "Exchange Offer") to exchange up to $450,000,000 aggregate
principal amount of 10% senior subordinated notes due 2013, which are registered
under the Securities Act of 1933, as amended, for any and all outstanding
unregistered 10% senior subordinated notes due 2013 issued on September 25,
2003, pursuant to a Registration Statement of which the Prospectus is a part.
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
__________, 2004, unless Quintiles, in its sole discretion, extends the Exchange
Offer, in which case the term shall mean the latest date and time to which the
Exchange Offer is extended. Whenever we refer to the unregistered 10% senior
subordinated notes due 2013, we will refer to them as the "private notes."
Whenever we refer to the exchange 10% senior subordinated notes due 2013, we
will refer to them as the "exchange notes." All other terms used but not defined
herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if (1) certificates
representing private notes are to be physically delivered to the Exchange Agent
by Holders (as defined below), (2) the private notes are to be tendered by
book-entry transfer pursuant to the procedures set forth in the Prospectus under
"The Exchange Offer--Book-Entry Transfer" or (3) tender of the private notes is
to be made by Holders according to the guaranteed delivery procedures set forth
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Delivery of this Letter of Transmittal and any other required documents must be
made to the Exchange Agent.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY ("DTC") DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name private
notes are registered on the books of Quintiles or any other person who has
obtained a properly completed bond power from the registered holder or a DTC
participant listed on a securities position listing furnished by DTC with
respect to the private notes.
Any Holder of private notes who wishes to tender his, her or its
private notes must, prior to the Expiration Date, either: (a) complete, sign and
deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange
Agent, in person or to the address or facsimile number set forth above and
tender (and not withdraw) his, her or its private notes, or (b) if a tender of
private notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at DTC, confirm such book-entry transfer, including the
delivery of an Agent's Message (a "Book-Entry Confirmation"), in each case in
accordance with the procedures for tendering described in the Instructions to
this Letter of Transmittal. (See Instruction 2.)
Holders of private notes whose certificates are not immediately
available or who are unable to deliver their certificates or Book-Entry
Confirmation and all other documents required by this Letter of Transmittal to
be delivered to the Exchange Agent on or prior to the Expiration Date must
tender their private notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. (See Instruction 1.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the private notes validly tendered and not withdrawn
and the issuance of the exchange notes will be made promptly following the
Expiration Date. For the purposes of the Exchange Offer, Quintiles shall be
deemed to have accepted for exchange validly tendered private notes when, as and
if Quintiles has given written notice thereof to the Exchange Agent.
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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS
LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR
FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE
NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE
INSTRUCTION 11.
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HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR PRIVATE
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH
ALL OF ITS TERMS.
Please list below the private 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, attached
hereto. The minimum permitted tender is $1,000 in principal amount. All other
tenders must be in integral multiples of $1,000.
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DESCRIPTION OF PRIVATE NOTES
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NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE NUMBER(S) AGGREGATE PRINCIPAL AMOUNT TENDERED
(PLEASE FILL IN, IF BLANK)* (ATTACH SIGNED LIST, IF NECESSARY) (IF LESS THAN ALL)**
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TOTAL PRINCIPAL AMOUNT OF PRIVATE NOTES TENDERED:
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* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
private notes listed. See Instruction 5.
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account:
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Transaction Code No.:
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Holders who wish to tender their private notes and (i) whose private
notes are not immediately available, or (ii) who cannot deliver their private
notes, the Letter of Transmittal or any other required documents to the Exchange
Agent prior to the Expiration Date, or cannot complete the procedure for
book-entry transfer on a timely basis, may effect a tender according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
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[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of private notes:
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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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DTC Book-Entry Account:
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If Delivered by Book-Entry Transfer:
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Name of Tendering Institution:
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Transaction Code No.:
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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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4
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Quintiles the principal amount of private notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of private notes tendered hereby in accordance with this
Letter of Transmittal and the accompanying instructions, the undersigned sells,
assigns and transfers to, or upon the order of, Quintiles all right, title and
interest in and to the private notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent
of Quintiles and acts as Trustee under the Indenture for the private notes and
the exchange notes) with respect to the tendered private notes with full power
of substitution to (i) deliver certificates for such private notes to Quintiles,
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, or upon the order of, Quintiles and (ii) present such private
notes for transfer on the books of Quintiles and receive all benefits and
otherwise exercise all rights of beneficial ownership of such private notes, all
in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, sell, assign and transfer the private
notes tendered hereby and to acquire the exchange notes issuable upon the
exchange of the private notes, and that Quintiles 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
acquired by Quintiles. The undersigned also acknowledges that, although the
Securities and Exchange Commission has not taken a position with respect to this
particular transaction, this Exchange Offer is being made in reliance upon an
interpretation by the staff of the Securities and Exchange Commission that the
exchange notes issued in exchange for the private notes pursuant to the Exchange
Offer may be offered for sale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased such private notes directly
from Quintiles for resale pursuant to Rule 144A, Regulation S or any other
available exemption under the Securities Act or a holder that is an "affiliate"
of Quintiles 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 exchange notes are acquired by a
non-affiliate in the ordinary course of such holder's business and such holders
have no arrangement or understanding with any person to participate in the
distribution of such exchange notes.
The undersigned Holder represents and warrants that:
o the exchange notes acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the
person receiving the exchange notes, whether or not the person
is the Holder,
o neither the undersigned Holder nor any other recipient of the
exchange notes (if different from the Holder) is engaged in,
intends to engage in, or has any arrangement or understanding
with any person to participate in, the distribution of the
private notes or exchange notes,
o neither the undersigned Holder nor any other recipient is an
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act or, if the Holder or such
recipient is an affiliate, that the Holder or such recipient
will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable,
o if the undersigned is a broker-dealer, it has not entered into
any arrangement or understanding with Quintiles or any
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act to distribute the
exchange notes,
o if the undersigned is a broker-dealer, the undersigned further
represents and warrants that, if it 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, the undersigned will deliver a prospectus
meeting the requirements of the Securities Act (for which
purposes, the delivery of the Prospectus, as
5
the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of exchange notes
received in the Exchange Offer, and
o the undersigned Holder is not acting on behalf of any person
or entity that could not truthfully make these
representations.
By acknowledging that you, as such a broker-dealer, will deliver and by
delivering a prospectus meeting the requirements of the Securities Act in
connection with any resale of exchange notes, you will not be deemed to admit
that you are an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Quintiles to be necessary or desirable
to complete the exchange, assignment and transfer of the private notes tendered
hereby or transfer of ownership of such private notes on the account books
maintained by a book-entry transfer facility.
The undersigned understands and agrees that Quintiles reserves the
right not to accept tendered private notes from any tendering Holder if
Quintiles determines, in its sole and absolute discretion, that its ability to
proceed with the Exchange Offer would be impaired by a pending or threatened
action or proceeding with respect to the Exchange Offer, that such acceptance
could result in a violation of applicable securities laws or that any necessary
governmental approval has not been obtained.
For purposes of the Exchange Offer, Quintiles shall be deemed to have
accepted validly tendered private notes when, as and if Quintiles has given oral
or written notice thereof to the Exchange Agent. If any tendered private notes
are not accepted for exchange pursuant to the Exchange Offer for any reason,
such unaccepted or non-exchanged private notes will be returned to the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions," without expense to the tendering Holder thereof (or, in
the case of tender by book-entry transfer into the Exchange Agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described in the Prospectus under the "The Exchange Offer--Book-Entry Transfer,"
such non-exchanged private notes will be credited to an account maintained with
such book-entry transfer facility), as promptly as practicable after the
expiration or termination of the Exchange Offer.
The undersigned understands and acknowledges that Quintiles reserves
the right in its sole discretion to purchase or make offers for any private
notes that remain outstanding subsequent to the Expiration Date or, as set forth
in the Prospectus under the caption "Exchange Offer--Expiration Date;
Extensions; Amendment; Termination," to terminate the Exchange Offer and, to the
extent permitted by applicable law, purchase private notes in the open market,
in privately negotiated transactions or otherwise. The terms of any such
purchases or offers could differ from the terms of the Exchange Offer.
The undersigned understands that tenders of private notes pursuant to
the procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and Quintiles upon the terms and
subject to the conditions of the Exchange Offer. The undersigned also agrees
that acceptance of any tendered private notes by Quintiles and the issuance of
exchange notes in exchange therefor shall constitute performance in full by
Quintiles of obligations under the Exchange Offer and Registration Rights
Agreement and that, upon the issuance of the exchange notes, Quintiles will have
no further obligations or liabilities thereunder (except in certain limited
circumstances).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns. This tender may be withdrawn only in accordance with the procedures set
forth in the Prospectus and in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives
exchange notes pursuant to the Exchange Offer hereby acknowledges and agrees
that, upon the receipt of notice by Quintiles of the happening of any event that
makes any statement in the Prospectus untrue in any material respect or that
requires the making of
6
any changes in the Prospectus in order to make the statements therein not
misleading (which notice Quintiles agrees to deliver promptly to such
broker-dealer), such broker-dealer will suspend use of the Prospectus until
Quintiles has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the exchange notes issued in exchange
for the private notes accepted for exchange and return any private notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of private notes tendered by DTC, by credit to the respective
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the exchange notes
issued in exchange for the private notes accepted for exchange and return any
private notes not tendered or not exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signatures, unless, in either event, tender is being made through DTC. In the
event that both "Special Registration 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
and return any private notes not tendered or not exchanged in the name(s) of,
and send said certificates to, the person(s) so indicated. The undersigned
recognizes that Quintiles has no obligations pursuant to the "Special
Registration Instructions" and "Special Delivery Instructions" to transfer any
private notes from the name of the registered holder(s) thereof if Quintiles
does not accept for exchange any of the private notes so tendered.
Holders who wish to tender the private notes and (1) whose private
notes are not immediately available or (2) who cannot deliver their private
notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date may tender their private notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures." (See
Instruction 1.)
7
PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES.
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF PRIVATE NOTES REGARDLESS
OF WHETHER PRIVATE NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s)
of private notes exactly as its (their) name(s) appear(s) on certificate(s) of
private notes or, if tendered by a participant in DTC, exactly as such
participant's name appears on its security position listing it as the owner of
private notes, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Letter of Transmittal. If the
private notes to which this Letter of Transmittal relates 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 set forth his or her full
title below under "Capacity" and submit evidence satisfactory to Quintiles of
such person's authority to so act. (See Instruction 6.) If the signature
appearing below is not of the registered Holder(s) of the private notes, then
the registered Holder(s) must sign a valid proxy.
Date:
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Date:
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SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Name(s): Address:
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(Including Zip Code)
-------------------------
(Please Print)
Capacity(ies): Area Code and Telephone No.:
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Tax payer Identification Number(s):
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(COMPLETE SUBSTITUTE FORM W-9 BELOW.)
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8
SIGNATURE GUARANTEE
(SEE INSTRUCTION 1 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURES)
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(PRINTED NAME)
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(TITLE)
Date:
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SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 7 HEREIN) (SEE INSTRUCTION 7 HEREIN)
To be completed ONLY if certificates for private notes To be completed ONLY if certificates for private
in a principal amount not tendered or not accepted for notes in a principal amount not tendered or not
exchange are to be issued in the name of, or the accepted for exchange are to be sent to, or the
exchange notes issued pursuant to the Exchange Offer exchange notes issued pursuant to the Exchange Offer
are to be issued to the order of, someone other than are to be sent to someone other than the person or
the person or persons whose signature(s) appear(s) persons whose signature(s) appear(s) within this
within this Letter of Transmittal or issued to an Letter of Transmittal, or to an address different
address different from, that shown in the box entitled from, that shown in the box entitled "Description of
"Description of Private Notes" within this Letter of Private notes" within this Letter of Transmittal, or
Transmittal, or if exchange notes tendered by to be credited to an account maintained at DTC other
book-entry transfer that are not accepted for purchase than the account indicated above.
are to be credited to an account maintained at DTC
other than the account indicated above.
Name: Name:
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(PLEASE PRINT) (PLEASE PRINT)
Address: Address:
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(PLEASE PRINT) (PLEASE PRINT)
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(ZIP CODE) (ZIP CODE)
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TAX PAYER IDENTIFICATION NUMBER TAX PAYER IDENTIFICATION NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN) (SEE SUBSTITUTE FORM W-9 HEREIN)
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9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
(or copy hereof) or a notice of withdrawal, as the case may be, must be
guaranteed by 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 Exchange Act
(an "Eligible Institution") unless the private notes tendered pursuant thereto
are tendered (i) by a registered Holder (including any participant in DTC whose
name appears on a security position listing as the owner of private notes) who
has not completed the box set forth herein entitled "Special Registration
Instructions" or "Special Delivery Instructions" of this Letter of Transmittal
or (ii) for the account of an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES.
Certificates for the physically tendered private notes (or a confirmation of a
book-entry transfer to the Exchange Agent at DTC of all private notes tendered
electronically), as well as, in the case of physical delivery of private notes,
a properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof and any other documents required by this Letter of Transmittal
must be received by the Exchange Agent at its address set forth herein prior to
5:00 P.M., New York City time, on the Expiration Date. The method of delivery of
the tendered private notes, this Letter of Transmittal and all other required
documents, or book-entry transfer and transmission of an Agent's Message by a
DTC participant, to the Exchange Agent are at the election and risk of the
Holder and, except as otherwise provided below, the delivery will be deemed made
only when actually received by the Exchange Agent. 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 timely delivery. No
Letter of Transmittal or private notes should be sent to Quintiles or DTC.
The Exchange Agent will make a request to establish an account with
respect to the private notes at DTC for purposes of the Exchange Offer promptly
after receipt of the Prospectus, and any financial institution that is a
participant in DTC may make book-entry delivery of private notes by causing DTC
to transfer such private notes into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of
private notes may be effected through book-entry transfer at DTC, an Agent's
Message (as defined in the next paragraph) in connection with a book-entry
transfer and any other required documents, must, in any case, be transmitted to
and received by the Exchange Agent at the address specified on the cover page of
the Letter of Transmittal on or prior to the Expiration Date or the guaranteed
delivery procedures described below must be complied with.
A Holder may tender private notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
acceptance and send an Agent's Message to the Exchange Agent for its acceptance.
The term "Agent's Message" means a message transmitted by DTC to, and received
by, the Exchange Agent and forming part of the Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from each participant in
DTC tendering the private notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal, and Quintiles may enforce such agreement against such participant.
Delivery
10
of an Agent's Message will also constitute an acknowledgment from the tendering
DTC participant that the representations and warranties set forth on page 6 of
this Letter of Transmittal are true and correct.
Holders who wish to tender their private notes and (i) whose private
notes are not immediately available or (ii) who cannot deliver their private
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 must tender their private
notes and follow the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined above) or pursuant to the DTC standard
operating procedures; (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the Holder of the private notes,
the certificate number or numbers of such private notes and the principal amount
of private notes tendered, stating that the tender is being made thereby and
guaranteeing that within three (3) Business Days after the Expiration Date, this
Letter of Transmittal (or copy thereof) together with the certificate(s)
representing the private notes (or a confirmation of electronic mail delivery or
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent and (iii) such properly completed and executed Letter of
Transmittal (or copy thereof), as well as all other documents required by this
Letter of Transmittal and the certificate(s) representing all tendered private
notes in proper form for transfer or a confirmation of electronic mail delivery
of book-entry delivery into the Exchange Agent's account at DTC, must be
received by the applicable Exchange Agent within three (3) Business Days after
the Expiration Date, all as provided in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." Any Holder of private notes who
wishes to tender his private 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 to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their private notes
according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered private notes or this Letter of
Transmittal will be determined by Quintiles in its sole discretion, which
determination will be final and binding. All tendering Holders, by execution of
this Letter of Transmittal (or copy hereof), shall waive any right to receive
notice of the acceptance of the private notes for exchange. Quintiles reserves
the absolute right to reject any and all private notes or Letter of Transmittal
not properly tendered or any tenders Quintiles's acceptance of which would, in
the opinion of counsel for Quintiles, be unlawful. Quintiles also reserves the
absolute right to waive any defects, irregularities or conditions of tender as
to particular private notes. Quintiles'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 Quintiles shall determine. Although Quintiles intends
to notify Holders of defects or irregularities with respect to tenders of
private notes, none of Quintiles, the Exchange Agent or any other person shall
be under any duty to give notification of defects or irregularities with respect
to tenders of private notes, nor shall any of them 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 of
private notes, unless otherwise provided in this Letter of Transmittal, as soon
as practicable following the Expiration Date.
3. INADEQUATE SPACE. If the space provided is inadequate, the
certificate numbers and/or the principal amount of the private notes should be
listed on a separate signed schedule attached hereto.
4. TENDER BY HOLDER. Except in limited circumstances, only a registered
Holder of private notes or a DTC participant listed on a securities position
listing furnished by DTC with respect to the private notes may tender its
private notes in the Exchange Offer. Any beneficial owner of private notes who
is not the registered Holder and is not a DTC participant and who wishes to
tender should arrange with such registered holder to execute and deliver this
Letter of Transmittal on such beneficial owner's behalf or must, prior to
completing and executing this Letter of Transmittal and delivering his, her or
its private notes, either make appropriate arrangements to register
11
ownership of the private notes in such beneficial owner's name or obtain a
properly completed bond power from the registered holder or properly endorsed
certificates representing such private notes.
5. PARTIAL TENDERS; WITHDRAWALS. Tenders of private notes will be
accepted only in integral multiples of $1,000. If less than the entire principal
amount of any private notes is tendered, the tendering Holder should fill in the
principal amount tendered in the third column of the chart entitled "Description
of Private notes." The entire principal amount of private notes delivered to the
Exchange Agents will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all private notes is not tendered, private
notes for the principal amount of private notes not tendered and a certificate
or certificates representing exchange notes issued in exchange of any private
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 or unless tender is made through DTC promptly after the private
notes are accepted for exchange.
Except as otherwise provided herein, tenders of private notes may be
withdrawn at any time prior to the Expiration Date. To withdraw a tender of
private notes in the Exchange Offer, a written or facsimile transmission notice
of withdrawal must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. Any such notice of withdrawal must (1)
specify the name of the person having deposited the private notes to be
withdrawn (the "Depositor"), (2) identify the private notes to be withdrawn
(including the certificate number or numbers and principal amount of such
private notes, or, in the case of private notes transferred by book-entry
transfer, the name and number of the account at DTC to be credited), (3) be
signed by the Depositor 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) or be accompanied by documents of transfer
sufficient to have the Registrar with respect to the private notes register the
transfer of such private notes into the name of the person withdrawing the
tender and (4) specify the name in which any such private notes are to be
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by Quintiles, whose determination shall be final and binding on
all parties. Any private notes so withdrawn will be deemed not to have been
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
re-tendered. Any private notes which have been tendered but which are not
accepted for exchange by Quintiles 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 private notes
may be re-tendered by following one of the procedures described in the
Prospectus under "The Exchange Offer--Procedures for Tendering" at any time
prior to the Expiration Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal (or copy hereof) is signed by the
registered Holder(s) of the private notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the private notes without
alteration, enlargement or any change whatsoever.
If any of the private notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of private notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many copies of
this Letter of Transmittal as there are different registrations of private
notes.
If this Letter of Transmittal (or copy hereof) is signed by the
registered Holder(s) (which term, for the purposes described herein, shall
include a book-entry transfer facility whose name appears on the security
listing as the owner of the private notes) of private notes tendered and the
certificate(s) for exchange notes issued in exchange therefor is to be issued
(or any untendered principal amount of private notes is to be reissued) to the
registered Holder, such Holder need not and should not endorse any tendered
Outstanding Note, nor provide a separate bond power. In any other case, such
Holder must either properly endorse the private 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.
12
If this Letter of Transmittal (or copy hereof) is signed by a person
other than the registered Holder(s) of private notes listed therein, such
private notes must be endorsed or accompanied by properly completed bond powers
which authorize such person to tender the private notes on behalf of the
registered Holder, in either case signed as the name of the registered Holder or
Holders appears on the private notes.
If this Letter of Transmittal (or copy hereof) or any private notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and,
unless waived by Quintiles, evidence satisfactory to Quintiles of their
authority to so act must be submitted with this Letter of Transmittal.
Endorsements on private notes or signatures on bond powers required by
this Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable spaces, the name and address to which
exchange notes or substitute private 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 (or in the case of
tender of the private notes through DTC, if different from the account
maintained at DTC indicated above). In the case of issuance in a different name,
the taxpayer identification or social security number of the person named must
also be indicated.
8. TRANSFER TAXES. Quintiles will pay all transfer taxes, if any,
applicable to the exchange of private notes pursuant to the Exchange Offer. If,
however, certificates representing exchange notes or private notes for principal
amounts not tendered or accepted for exchange 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 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 reasons other than the
exchange of private notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the private notes listed in this Letter of
Transmittal.
9. WAIVER OF CONDITIONS. Quintiles reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any private notes tendered.
10. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES. Any tendering
Holder whose private notes have been mutilated, lost, stolen or destroyed should
contact the applicable Exchange Agent at the address indicated herein for
further instruction.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a Holder who tenders private notes
in the Exchange Offer is required to provide the Exchange Agent (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 below or otherwise establish a basis for exemption from backup withholding.
If such Holder is an individual, the TIN is his or her social security number.
If the Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments made with respect to
exchange notes acquired pursuant to the Exchange Offer may be subject to backup
withholding. In addition, if a Holder makes
13
a false statement that results in no imposition of backup withholding, and there
was no reasonable basis for making such statement, a $500 penalty may also be
imposed by the Internal Revenue Service.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8BEN,
Form W-8ECI or other appropriate form signed under penalties of perjury,
attesting to that Holder's non-U.S. status. Form W-8BEN and Form W-8ECI can be
obtained from the Exchange Agent. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 28% of any payments made to the Holder or other payee. Backup
withholding is not an additional U.S. federal income tax. Rather, the U.S.
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund or credit may be obtained provided that the required
information is timely furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding, a tendering Holder is required to
provide the Exchange Agent with either: (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the Internal Revenue Service that the Holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the Holder that the Holder is
no longer subject to backup withholding; or (ii) an adequate basis for
exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (i.e., the
social security number or employer identification number) of the Holder of the
private notes. If the private notes are in more than one name or are not in the
name of the beneficial owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYOR'S NAME: WELLS FARGO BANK MINNESOTA
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW or
-----------
Employer Identification Number
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PART 2--CERTIFICATION--Under Penalties of PART 3--
Perjury, I certify that:
[ ] Check if Awaiting TIN
DEPARTMENT OF THE TREASURY (1) The number shown on this form is my correct
INTERNAL REVENUE SERVICE Taxpayer Identification Number (or I am
waiting for a number to be issued to me),
and
PAYOR'S REQUEST FOR TAXPAYER (2) I am NOT subject to back-up withholding
IDENTIFICATION NUMBER (TIN) because: (a) I am exempt from back-up
withholding, (b) I have not been notified
by the Internal Revenue Service ("IRS")
that I am subject to back-up withholding as
a result of failure to report all interest
or dividends, or (c) the IRS has notified
me that I am no longer subject to back-up
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 back-up withholding
because of underreporting interest or dividends on your tax return.
Sign Here SIGNATURE: DATE:
------------------------------------------- ---------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP WITHHOLDING OF 28 PERCENT OF ANY
PAYMENTS MADE TO YOU UNDER THE EXCHANGE NOTES. 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 3 OF THE SUBSTITUTE FORM W-9.
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15
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 28 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
Signature Date , 2004
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAIN A NUMBER:
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number. All Section references below are to the Internal Revenue Code of
1986, as amended.
PAYEES EXEMPT FROM BACKUP WITHHOLDING:
o An organization exempt from tax under Section 501(a), or an
individual retirement plan, or a custodial account under
Section 403(b)(7) if the account satisfies the requirements of
Section 401(f)(2).
o The United States or any agency or instrumentality thereof.
o A state, the District of Columbia, a possession of the United
States, or any political subdivision or instrumentality
thereof.
o A foreign government or any political subdivision, agency or
instrumentality thereof.
o An international organization or any agency or instrumentality
thereof.
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING:
o A corporation.
o A foreign central bank of issue.
o A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession
of the United States.
o A futures commission merchant registered with the Commodity
Futures Trading Commission.
16
o A real estate investment trust.
o An entity registered at all times during the tax year under
the Investment Company Act of 1940.
o A common trust fund operated by a bank under Section 584(a).
o A financial institution.
o A middleman known in the investment community as a nominee or
custodian.
o 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:
o Payments to nonresident aliens subject to withholding under
Section 1441.
o Payments to partnerships not engaged in a trade or business in
the United States and that have at least one nonresident alien
partner.
o Payments made by certain foreign organizations.
o Payments of patronage dividends not paid in money.
o Section 404(k) distributions made by an ESOP.
PAYMENTS OF INTEREST NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING INCLUDE THE
FOLLOWING:
o 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 the
payor's trade or business and you have not provided your
correct taxpayer identification number to the payor.
o Payments of tax-exempt interest (including exempt-interest
dividends under Section 852).
o Payments described in Section 6049(b)(5) to nonresident
aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid 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, AND
RETURN IT TO THE PAYOR.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under Sections
6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
PRIVACY ACT NOTICE. Section 6109 requires you to provide your correct
taxpayer identification number to persons who must file information returns with
the IRS to report interest, dividends and certain other income paid to you. The
IRS uses the numbers for identification purposes and to help verify the accuracy
of your tax return. The
17
IRS may also 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. The IRS may also disclose this information to other
countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism. Payors must be given the
numbers whether or not recipients are required to file tax returns. Payors must
generally withhold 28% of taxable interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payee. Certain penalties may also apply.
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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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. The taxpayer identification number for an individual is the individual's
Social Security number. Social Security numbers have nine digits separated by
two hyphens: i.e., 000-00-0000. The taxpayer identification number for an entity
is the entity's employer identification number. 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.
- ------------------------------------------------------------------------------------------------------------------
GIVE THE SOCIAL FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
SECURITY NUMBER OF-- IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF--
- ------------------------------------------------------------------------------------------------------------------
1. An individual's account The individual
- ------------------------------------------------------------------------------------------------------------------
2. Two or more individuals The actual owner of the 7. A valid trust, estate, The legal entity(4)
(joint account) account or, if combined or pension trust
funds, the first
individual on the
account(1)
- ------------------------------------------------------------------------------------------------------------------
3. Custodian account of a The minor(2) 8. Corporate or LLC The corporation
minor (Uniform Gift to electing corporate
Minors Act) status on Form 8832
- ------------------------------------------------------------------------------------------------------------------
4. a. The usual revocable The grantor-trustee(1) 9. Association, club, The organization
savings trust (grantor religious, charitable,
is also trustee) educational, or other
tax-exempt organization
- ------------------------------------------------------------------------------------------------------------------
5. b. So-called trust The actual owner(1) 10. Partnership or The partnership
account that is not a multi-member LLC
legal or valid trust
under State law
18
- ------------------------------------------------------------------------------------------------------------------
6. Sole proprietorship or The owner(3) 11. A broker or registered The broker or nominee
single-owner LLC nominee
- ------------------------------------------------------------------------------------------------------------------
12. Account with the The public entity
Department of
Agriculture 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, but you may also enter your
business or "doing business as" name. You may use either your Social
Security Number or Employer Identification Number (if you have one).
4 List first and circle the name of the legal trust, estate or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title.)
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.
- --------------------------------------------------------------------------------
(DO NOT WRITE IN SPACE BELOW)
- --------------------------------------------------------------------------------
CERTIFICATE SURRENDERED PRIVATE NOTES TENDERED PRIVATE NOTES ACCEPTED
- --------------------------------------------------------------------------------
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Delivery Prepared by Checked by Date
--------- --------------- ----------------
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19
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
By Registered and Certified Mail By Overnight Courier or Regular Mail: By Hand Delivery
Wells Fargo Bank , N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building - 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorg. Attention: Reorg Attention: Reorg
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 612-667-9764 OR
BY FACSIMILE AT 612-667-4927.
ALL PRIVATE NOTES MUST BE TENDERED BY BOOK-ENTRY TRANSFER IN ACCORDANCE WITH THE
STANDARD OPERATING PROCEDURES OF DTC. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE
EXCHANGE NOTES FOR THEIR PRIVATE NOTES PURSUANT TO THE EXCHANGE OFFER MUST
VALIDLY TENDER (AND NOT WITHDRAW) THEIR PRIVATE NOTES TO DTC PRIOR TO THE
EXPIRATION DATE OR PROVIDE NOTICE OF GUARANTEED DELIVERY TO THE EXCHANGE AGENT
AS DESCRIBED HEREIN.
20