EXHIBIT 99.1
INTERNATIONAL SPEEDWAY CORPORATION
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL
OUTSTANDING 4.20% SENIOR NOTES DUE 2009
IN EXCHANGE FOR
REGISTERED 4.20% SENIOR NOTES DUE 2009
AND FOR
TENDER OF ALL
OUTSTANDING 5.40% SENIOR NOTES DUE 2014
IN EXCHANGE FOR
REGISTERED 5.40% SENIOR NOTES DUE 2014
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON SEPTEMBER 27, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
Deliver to the Exchange Agent:
Wachovia Bank, National Association
BY HAND/OVERNIGHT COURIER OR BY MAIL:
WACHOVIA BANK, NATIONAL ASSOCIATION
1525 WEST W.T. HARRIS BOULEVARD, 3C3
CORPORATE ACTIONS NC1153
CHARLOTTE, NC 28262-8522
BY FACSIMILE (FOR ELIGIBLE INSTITUTIONS ONLY):
(704) 590-7628
TO CONFIRM RECEIPT BY TELEPHONE:
(704) 590-7413
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the
Prospectus dated August 24, 2004 (the "Prospectus"), of International Speedway
Corporation, a Florida corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Company's
offer (the "Exchange Offer") to exchange its 4.20% Senior Notes due 2009 and its
5.40% Senior Notes due 2014 (the "Registered Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for a like principal
amount of its issued and outstanding 4.20% Senior
Notes due 2009 and 5.40% Senior Notes due 2014, respectively (the "Outstanding
Notes"). Capitalized terms used but not defined herein have the respective
meaning given to them in the Prospectus.
IF YOU DESIRE TO EXCHANGE YOUR 4.20% SENIOR NOTES DUE 2009 FOR AN EQUAL
AGGREGATE PRINCIPAL AMOUNT OF 4.20% SENIOR NOTES DUE 2009 AND/OR YOUR 5.40%
SENIOR NOTES DUE 2014 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 5.40% SENIOR
NOTES DUE 2014, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The Company reserves the right, at any time or from time to time, to
extend the Exchange Offer at its discretion, in which event the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended. The
Company shall notify the Exchange Agent of any extension by oral or written
notice and will make a public announcement thereof, each prior to 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This Letter of Transmittal is to be used by a holder of Outstanding
Notes (i) if certificates of Outstanding Notes are to be forwarded herewith or
(ii) if delivery of Outstanding Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depository Trust Company
(the "DTC") pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering Outstanding Notes."
Holders of Outstanding Notes whose Outstanding Notes are not immediately
available, or who are unable to deliver their Outstanding Notes, this Letter of
Transmittal and all other documents required by this Letter of Transmittal to
the Exchange Agent on or prior to the Expiration Date, or who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
their Outstanding Notes according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures." Delivery of documents to the DTC does not constitute
delivery to the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person
in whose name Outstanding Notes are registered on the books of the Company, or
any other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE
READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE
PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
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 Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
Name(s) and Address(es) of Registered Outstanding Note(s) Tendered
Holder(s) Exactly as Name(s) --------------------------------------------------------------------------
Appear(s) on Outstanding Note(s) Maturity
(Please Fill In, If Blank) Date of Aggregate Principal Principal
Outstanding Registered Amount of Outstanding Amount
Note(s) Number(s)* Note(s) Tendered**
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Total
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* NEED NOT BE COMPLETED BY BOOK-ENTRY HOLDERS.
** UNLESS OTHERWISE INDICATED, ANY TENDERING HOLDER OF OUTSTANDING NOTES WILL BE
DEEMED TO HAVE TENDERED THE ENTIRE AGGREGATE PRINCIPAL AMOUNT REPRESENTED BY
SUCH OUTSTANDING NOTES. ALL TENDERS MUST BE IN INTEGRAL MULTIPLES OF $1,000.
__ CHECK HERE IF TENDERED OUTSTANDING NOTE(S) ARE ENCLOSED HEREWITH.
__ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTE(S)
ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name of Tendering Institution:
------------------------------------------------
Account Number:
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Transaction Code Number:
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__ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTE(S)
ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
ENCLOSED HEREWITH (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered holder(s) of Outstanding Note(s):
-----------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------------
Window Ticket Number (if available):
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Name of Eligible Institution that Guaranteed Delivery:
-------------------------
Account Number (if delivered by book-entry transfer):
__ CHECK HERE AND COMPLETE THE FOLLOWING 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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Number of Additional Copies:_____________________
If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the Registered Notes in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of
Registered Notes and it has no arrangements or understandings with any Person to
participate in a distribution of the Registered Notes. If the undersigned is a
Broker-Dealer that will receive Registered Notes for its own account in exchange
for Outstanding Notes, it represents that the Outstanding Notes to be exchanged
for Registered Notes were acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such 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.
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the principal amount of
Outstanding Notes indicated above. Subject to and effective upon the acceptance
for exchange of the principal amount of Outstanding Notes tendered in accordance
with this Letter of Transmittal, the undersigned hereby exchanges, assigns and
transfers to the Company all right, title and interest in and to the Outstanding
Notes tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact for the undersigned (with full knowledge that said Exchange
Agent also acts as the agent for the Company in connection with the Exchange
Offer) with respect to the tendered Outstanding Notes with full power of
substitution to (i) deliver such Outstanding Notes, or transfer ownership of
such Outstanding Notes on the account books maintained by the DTC, to the
Company and deliver all accompanying evidences of transfer and authenticity and
(ii) present such Outstanding Notes for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Outstanding Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest, subject only to the right of
withdrawal described in the prospectus.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby and to acquire the Registered Notes issuable
upon the exchange of such tendered Outstanding Notes, and that the Company will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right or restriction or proxy of any kind, when the same are accepted
for exchange by the Company. The undersigned has read and agrees to all of the
terms of the Exchange Offer.
The undersigned acknowledge(s) that this Exchange Offer is being made
in reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the Registered Notes issued in
exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than 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
and such holders are not engaging in and have no arrangement or understanding
with any person to participate in a distribution of such Registered Notes. The
undersigned hereby further represent(s) to the Company that (i) any Registered
Notes acquired in exchange for Outstanding Notes tendered hereby are being
acquired in the ordinary course of business of the person receiving such
Registered Notes, whether or not the undersigned, (ii) neither the undersigned
nor any such other person is engaging in or intends to engage in a distribution
of the Registered Notes, (iii) neither the undersigned nor any such other person
has an arrangement or understanding with any person to participate in the
distribution of such Registered Notes, (iv) neither the holder nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company or, if it is an affiliate, it will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, and (v) if the undersigned is a broker-dealer, such person has
acquired the Outstanding Notes as a result of market-making activities or other
trading activities.
If the undersigned or the person receiving the Registered Notes is a
broker-dealer that is receiving Registered Notes for its own account in exchange
for Outstanding Notes that were acquired as a result of market-making activities
or other trading activities, the undersigned acknowledges that it or such other
person 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 the undersigned or such other
person is an "underwriter" within the meaning of the Securities Act. The
undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Registered Notes (i) the
undersigned cannot rely on the position of the staff of the SEC in certain
no-action letters and, in the absence of an exemption therefrom, must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the Registered Notes, in
which case the registration statement must contain the selling
security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the SEC, and (ii) failure to comply with such requirements in
such instance could result in the undersigned incurring liability under the
Securities Act for which the undersigned is not indemnified by the Company.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Notes tendered hereby, including the transfer of such Outstanding Notes on the
account books maintained by the DTC.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Outstanding Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Outstanding Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" as promptly as practicable after the
Expiration Date.
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 of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the Company's acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering Outstanding Notes" in
the Prospectus and in the instructions hereto will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the Registered Notes issued in exchange for the Outstanding Notes
accepted for exchange and return any Outstanding Notes not tendered or not
exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail or deliver the
Registered Notes issued in exchange for the Outstanding Notes accepted for
exchange and any Outstanding Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signatures). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Registered Notes issued in exchange for the Outstanding Notes accepted for
exchange in the name(s) of, and return any Outstanding Notes not tendered or not
exchanged to, the person(s) so indicated. In the case of book-entry delivery of
Outstanding Notes, the Exchange Agent will credit the account maintained by DTC
with any Outstanding Notes not tendered. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Outstanding Notes from the name
of the registered holder(s) thereof if the Company does not accept for exchange
any of the Outstanding Notes so tendered for exchange.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a To be completed ONLY if Outstanding Notes in a
principal amount not tendered, or Registered Notes principal amount not tendered, or Registered Notes
issued in exchange for Outstanding Notes accepted for Issued, in exchange for Outstanding Notes accepted
exchange, are to be issued in the name of someone for exchange, are to be mailed or delivered to
other than the undersigned or (ii) if Outstanding someone other than the undersigned or to the
Notes tendered by book-entry transfer which are not undersigned at an address other than that shown below
exchanged are to be returned by credit to an account the undersigned's signature.
maintained at the DTC.
Mail or deliver Registered Notes and/or Outstanding
Issue Registered Notes and/or Outstanding Notes to: Notes to:
Name: Name:
------------------------------------------------ ------------------------------------------------
Address: Address:
--------------------------------------------- ---------------------------------------------
- ----------------------------------------------------- -------------------------------------------------------
(include Zip Code) (include Zip Code)
(Tax Identification or Social Security Number) (Tax Identification or Social Security Number)
(Please Type or Print) (Please Type or Print)
__ Credit unexchanged Outstanding Notes delivered by book-entry transfer
to the DTC account set forth below:
DTC Account Number:
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
X
- -------------------------------------------------------------------------------
X
- -------------------------------------------------------------------------------
(Signature(s) of Registered Holders of Outstanding Notes)
DATED _____________________________________________________________, 2004
(The above lines must be signed by the registered holder(s) of Outstanding Notes
as your name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal 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 (i) set forth his or her full
title below and (ii), unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act. See Instruction 5 regarding
the completion of this Letter of Transmittal, printed below.)
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an
Eligible Institution:
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(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name of Firm)
- --------------------------------------------------------------------------------
(Address, Include Zip Code)
- --------------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated: __________________________________________________________________ , 2004
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES
OR BOOK-ENTRY CONFIRMATIONS. All physically delivered Outstanding Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account at the DTC
of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. THE METHOD OF DELIVERY OF THE TENDERED OUTSTANDING NOTES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS
AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW,
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender
their Outstanding Notes and (a) whose Outstanding Notes are not immediately
available, (b) who cannot deliver their Outstanding Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date or (c) who are unable to comply with the applicable
procedures under DTC's Automated Tender Offer Program on a timely basis, must
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth in the Prospectus. Pursuant to such procedures: (i) such tender must
be made by or through a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or a 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 (each an "Eligible Institution"); (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) or a properly transmitted
agent's message and Notice of Guaranteed Delivery setting forth the name and
address of the holder of the Outstanding Notes, the registration number(s) of
such Outstanding Notes and the total principal amount of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) or agent's message in lieu
hereof, together with the Outstanding Notes in proper form for transfer (or a
Book-Entry Confirmation) and any other documents required hereby, will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) the
certificates for all physically tendered shares of Outstanding Notes, in proper
form for transfer (or Book-Entry Confirmation, as the case may be), this Letter
of Transmittal (or facsimile hereof) or agent's message and all other documents
required hereby are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above.
See "The Exchange Offer -- Guaranteed Delivery Procedures" section of
the Prospectus.
3. TENDER BY HOLDER. Only a holder of Outstanding Notes may
tender such Outstanding Notes in the Exchange Offer. Any beneficial holder of
Outstanding Notes who is not the registered holder and who wishes to tender
should arrange with the registered holder to execute and deliver this Letter of
Transmittal on his behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his Outstanding Notes, either make appropriate
arrangements to register ownership of the Outstanding Notes in such holder's
name or obtain a properly completed bond power from the registered holder.
4. PARTIAL TENDERS. Tenders of Outstanding Notes will be accepted
only in integral multiples of $1,000. If less than the entire principal amount
of any Outstanding Notes is tendered, the tendering holder should fill in the
principal amount tendered in the fifth column of the box entitled "Description
of Outstanding Notes Tendered" above. The entire principal amount of Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Outstanding
Notes is not tendered,
then Outstanding Notes for the principal amount of Outstanding Notes not
tendered and Registered Notes issued in exchange for any Outstanding Notes
accepted will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at DTC designated herein) to the holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Outstanding Notes are
accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; MEDALLION GUARANTEE OF SIGNATURES. If this Letter of Transmittal
(or facsimile hereof) is signed by the record holder(s) of the Outstanding Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Outstanding Notes without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in the DTC, the signature must correspond with the name as it
appears on the security position listing as the holder of the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby and
the Registered Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Outstanding Notes is to be reissued) to the
registered holder, then said holder need not and should not endorse any tendered
Outstanding Notes, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Outstanding Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Outstanding Notes
listed, such Outstanding Notes must be endorsed or accompanied by appropriate
bond powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, evidence satisfactory to the Company
of their authority to act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required
by this Instruction 5 must be guaranteed by an Eligible Institution.
NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL
(OR FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(s) OF THE OUTSTANDING
NOTES TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED OUTSTANDING NOTES) AND
THE REGISTERED NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(s) (OR,
IF SIGNED BY A PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT
AT SUCH DTC) AND NEITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR
THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" HAS BEEN COMPLETED OR (II) SUCH
OUTSTANDING NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN
ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE
HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders
should indicate, in the applicable box or boxes, the name and address (or
account at the DTC) to which Registered Notes or substitute Outstanding Notes
for principal amounts not tendered or not accepted for exchange are to be issued
or sent, if different from the name and address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if
any, applicable to the exchange of Outstanding Notes pursuant to the Exchange
Offer. If, however, Registered Notes or Outstanding 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 Outstanding Notes tendered hereby, or if tendered Outstanding Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Outstanding Notes pursuant to the Exchange Offer, then 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 with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
8. TAX IDENTIFICATION NUMBER. FEDERAL INCOME TAX LAW REQUIRES
THAT A HOLDER OF ANY OUTSTANDING NOTES OR REGISTERED NOTES MUST PROVIDE THE
COMPANY (AS PAYER) WITH ITS CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN"),
WHICH, IN THE CASE OF A HOLDER WHO IS AN INDIVIDUAL IS HIS OR HER SOCIAL
SECURITY NUMBER. IF THE COMPANY IS NOT PROVIDED WITH THE CORRECT TIN, THE HOLDER
MAY BE SUBJECT TO A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND
BACKUP WITHHOLDING OF 28% ON INTEREST PAYMENTS ON THE REGISTERED NOTES.
TO PREVENT BACKUP WITHHOLDING, EACH TENDERING HOLDER MUST PROVIDE SUCH
HOLDER'S CORRECT TIN BY COMPLETING THE SUBSTITUTE FORM W-9 SET FORTH HEREIN,
CERTIFYING THAT THE TIN PROVIDED IS CORRECT (OR THAT SUCH HOLDER IS AWAITING A
TIN) AND THAT (i) SUCH HOLDER IS EXEMPT FROM BACKUP WITHHOLDING, (II) THE HOLDER
HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT SUCH HOLDER IS
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS OR (III) THE INTERNAL REVENUE SERVICE HAS NOTIFIED THE HOLDER THAT
SUCH HOLDER IS NO LONGER SUBJECT TO BACKUP WITHHOLDING. IF THE REGISTERED NOTES
WILL BE REGISTERED IN MORE THAN ONE NAME OR WILL NOT BE IN THE NAME OF THE
ACTUAL OWNER, CONSULT THE INSTRUCTIONS ON INTERNAL REVENUE SERVICE FORM W-9,
WHICH MAY BE OBTAINED FROM THE EXCHANGE AGENT, FOR INFORMATION ON WHICH TIN TO
REPORT.
CERTAIN FOREIGN INDIVIDUALS AND ENTITIES WILL NOT BE SUBJECT TO BACKUP
WITHHOLDING OR INFORMATION REPORTING IF THEY SUBMIT A FORM W-8, SIGNED UNDER
PENALTIES OF PERJURY, ATTESTING TO THEIR FOREIGN STATUS. A FORM W-8 CAN BE
OBTAINED FROM THE EXCHANGE AGENT.
THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO TAKE WHATEVER
STEPS ARE NECESSARY TO COMPLY WITH THE COMPANY'S OBLIGATIONS REGARDING BACKUP
WITHHOLDING.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Outstanding Notes will be determined by the Company in its sole discretion,
which determination will be final and binding. The Company reserves the absolute
right to reject any and all Outstanding Notes not properly tendered or any
Outstanding Notes the Company's acceptance of which would, in the opinion of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any conditions of the Exchange Offer or defects or irregularities
of tenders as to particular Outstanding Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Each tendering holder, by execution of a Letter of Transmittal (or a
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed made until such defects or irregularities
have been cured or waived. Any outstanding notes received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned to the tendering holder, unless
otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right
to waive, in whole or part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular
or contingent tender of Outstanding Notes on transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any
holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance or for additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover page of this Letter of Transmittal. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED OUTSTANDING NOTES AND ISSUANCE OF
REGISTERED NOTES; RETURN OF OUTSTANDING NOTES. Subject to the terms and
conditions of the Exchange Offer, the Company will accept for exchange all
validly tendered Outstanding Notes as soon as practicable after the Expiration
Date and will issue Registered Notes therefor as soon as practicable thereafter.
For purposes of the Exchange Offer, the Company shall be deemed to have accepted
tendered Outstanding Notes when the Company has given written or oral notice
thereof to the Exchange Agent and complied with the applicable provisions of the
Registration Rights Agreement. If any tendered Outstanding Notes are not
exchanged pursuant to the Exchange Offer for any reason, such unexchanged
Outstanding Notes will be returned, without expense, to the undersigned at the
address shown above (or credited to the undersigned's account at the DTC
designated above) or at a different address as may be indicated under the box
entitled "Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the
limited withdrawal rights set forth in the Prospectus under the caption "The
Exchange Offer -- Withdrawal of Tenders." Any permitted withdrawal of
Outstanding Notes may not be rescinded. Any Outstanding Notes properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Exchange
Offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OUTSTANDING NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN
ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR, AS THE CASE
MAY BE, THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT, PRIOR TO THE EXPIRATION DATE.
----------------------
SOCIAL SECURITY NUMBER
SUBSTITUTE OR
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ------------------------------
EMPLOYER IDENTIFICATION NUMBER
- ------------------------------------------ -------------------------------------------------- ------------------------------------
PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PART 3 --
PERJURY, I CERTIFY THAT:
-------------------------------------------------- ------------------------------------
(1) THE NUMBER SHOWN ON THIS FORM IS MY AWAITING TIN ___
CORRECT TAXPAYER IDENTIFICATION NUMBER (OR
I HAVE CHECKED THE BOX IN PART 3 AND
EXECUTED THE CERTIFICATE OF AWAITING
TAXPAYER IDENTIFICATION NUMBER BELOW) AND
(2) I AM NOT SUBJECT TO BACK WITHHOLDING PLEASE COMPLETE THE CERTIFICATE OF
- -------------------------------------- EITHER BECAUSE I HAVE NOT BEEN AWAITING TAXPAYER IDENTIFICATION
NAME NOTIFIED BY THE INTERNAL NUMBER BELOW.
REVENUE SERVICE ("IRS") THAT
I AM SUBJECT TO BACKUP WITHHOLDING AS A
- -------------------------------------- RESULT OF FAILURE TO REPORT ALL INTEREST
ADDRESS (NUMBER AND STREET) OR DIVIDENDS, OR THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER
- -------------------------------------- SUBJECT TO BACKUP WITHHOLDING.
CITY, STATE AND ZIP CODE ----------------------------------------- ------------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYOR'S REQUEST FOR TAXPAYER CERTIFICATE INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) IN PART 2 ABOVE IF YOU HAVE
IDENTIFICATION NUMBER (TIN) BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF AFTER BEING
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER
NOTIFICATION FROM THE IRS STATING THAT YOU ARE NO LONGER SUBJECT TO BACKUP
WITHHOLDING, DO NOT CROSS OUT ITEM (2).
SIGNATURE_________________________________ DATE _______________________ , 2004
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO
THE NEW NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION
NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN
APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE
INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (B)
I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND
THAT, WITH CERTAIN LIMITED EXCEPTIONS FOR PAYMENTS MADE WITHIN 60 DAYS HEREOF,
28% OF ALL REPORTABLE PAYMENTS MADE TO ME BEFORE I PROVIDE A NUMBER WILL BE
WITHHELD.
, 2004
- ------------------------------------------------- ---------------
SIGNATURE Date