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EXHIBIT 99.1
LETTER OF TRANSMITTAL
THE J.H. HEAFNER COMPANY, INC.
OFFER TO EXCHANGE ALL OF ITS OUTSTANDING
10% SENIOR NOTES DUE 2008, SERIES B AND SERIES C
FOR UP TO $150,000,000 AGGREGATE PRINCIPAL AMOUNT OF
ITS 10% SENIOR NOTES DUE 2008, SERIES D
PURSUANT TO THE PROSPECTUS DATED __________, 1999
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________, 1999 UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
FIRST UNION NATIONAL BANK
By Mail: Facsimile Transmission Hand or Overnight Delivery:
(REGISTERED OR CERTIFIED MAIL RECOMMENDED) Number: First Union National Bank
First Union National Bank 704-590-7628 Corporate Trust Reorganization
Corporate Trust Reorganization (FOR ELIGIBLE 1525 West W.T. Harris Boulevard, 3C3
1525 West W.T. Harris Boulevard, 3C3 INSTITUTIONS ONLY) Charlotte, North Carolina 28262
Charlotte, North Carolina 28288 Attention: Mike Klotz
Attention: Mike Klotz Confirm by Telephone:
704-590-7408
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF THE J.H. HEAFNER COMPANY, INC.'S
10% SENIOR NOTES DUE 2008, SERIES B OR SERIES C (THE "OLD NOTES").
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus (as defined below).
This Letter of Transmittal is to be used by registered holders
("Holders") of Old Notes if: (i) certificates representing Old Notes are to be
physically delivered to the Exchange Agent by such Holders; (ii) tender of Old
Notes is to be made by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company ("DTC") pursuant to the procedures set forth in the
Prospectus, dated ______, 1999 (as the same may be amended from time to time,
the "Prospectus") under the caption "The Exchange Offer--Book-Entry Transfer" by
any financial institution that is a participant in DTC and whose name appears on
a security position listing as the owner of Old Notes or (iii) delivery of Old
Notes is to be made according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," and, in each case, instructions are NOT being transmitted through
DTC.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated ______, 1999 (as the same may be amended from time to time,
the "Prospectus"), of The J.H. Heafner Company, Inc., a North Carolina
corporation (the "Company"), and this Letter of Transmittal and the instructions
hereto, which together constitute the Company's offer to exchange (the "Exchange
Offer") $1,000 principal amount of its 10% Senior Notes due 2008, Series D (the
"Exchange Notes") of the Company, upon the terms and subject to the conditions
set forth in the Exchange Offer, for each $1,000 principal amount of its
outstanding 10% Senior Notes Due 2008, Series B and Series C (the "Old Notes").
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Old Notes
indicated below. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Old Notes. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of the Company) with respect to such Old Notes with full power of
substitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Old Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by DTC to, or upon the order of, the Company, (ii)
present such Old Notes for transfer of ownership on the books of the Company or
the trustee under the Indenture (the "Trustee") and (iii) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Old Notes, all
in accordance with the terms and conditions of the Exchange Offer as described
in the Prospectus.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered hereby
and to acquire Exchange Notes issuable upon the exchange of such tendered Old
Notes, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title to the tendered Old Notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or the
Company to be necessary or desirable to complete the exchange, assignment and
transfer of the Old Notes tendered hereby or transfer ownership of such Old
Notes on the account books maintained by DTC.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived by the
Company, in whole or in part, in the reasonable discretion of the Company), as
more particularly set forth in the Prospectus, the Company may not be required
to exchange any of the Old Notes tendered hereby and, in such event, the Old
Notes not exchanged will be returned to the undersigned at the address shown
above.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO PURCHASED
OLD NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT OR ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED UNDERSTANDS AND
AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM
ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS REASONABLE DISCRETION,
THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial owner, represents
(or, if the undersigned is a broker, dealer, commercial bank, trust company or
other nominee, represents that it has received representations from each
beneficial owner of the Old Notes tendered hereby stating) that, (i) the
Exchange Notes to be acquired by it in connection with the Exchange Offer are
being acquired in the ordinary course of its business, (ii) it is not engaged
in, does not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Notes, (iii) if it
is participating in the Exchange Offer for the purpose of distributing the
Exchange Notes it cannot rely on the interpretations of the staff of the
Commission discussed in the Prospectus under the caption "The Exchange
Offer--Registration and
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Prospectus Delivery Requirements" and may only sell the Exchange Notes acquired
by it pursuant to a registration statement containing the selling security
holder information required by Item 507 of Regulation S-K under the Securities
Act, (iv) it is not an "affiliate," as defined under Rule 405 of the Securities
Act, of the Company or of Parent and (v) it is not a broker-dealer who purchased
Series C Notes directly from the Company for resale pursuant to Rule 144A under
the Securities Act. If it is a broker-dealer, it further represents that (a) if
it is tendering Series C Notes in the Exchange Offer: (i) it acquired such
Series C Notes as a result of market-making activities or other trading
activities and (ii) will deliver a prospectus in connection with any resale of
Exchange Notes acquired in the Exchange Offer for such Series C Notes, and (b)
if it is tendering Series B Notes which it received in exchange for the
Company's 10% Senior Notes Due 2008, Series A: (i) it acquired such Series A
Notes as a result of market-making activities or other trading activities and
(ii) will deliver a prospectus in connection with any resale of Exchange Notes
acquired in the Exchange Offer for such Series B Notes. In either case, by so
acknowledging and by delivering a prospectus, it will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
Each broker-dealer making the representations contained in the above
paragraph (a "Participating Broker-Dealer"), by tendering the Series B or Series
C Notes and executing this Letter of Transmittal, agrees that, upon receipt of
notice from the Company of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to omit
to state a material fact necessary in order to make the statements contained or
incorporated by reference therein, in light of the circumstances under which
they were made, not misleading or of the occurrence of certain other events
specified in the Registration Rights Agreement, such Participating Broker-Dealer
will suspend the sale of Exchange Notes pursuant to the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to the Participating Broker-Dealer or the Company has given notice that the sale
of the Exchange Notes may be resumed, as the case may be.
Each Participating Broker-Dealer should check the box herein under the
caption "For Participating Broker-Dealers Only" in order to receive additional
copies of the Prospectus, and any amendments and supplements thereto, for use in
connection with resales of the Exchange Notes, as well as any notices from the
Company to suspend and resume use of the Prospectus. By tendering its Old Notes
and executing this Letter of Transmittal, each Participating Broker-Dealer
agrees to use its reasonable best efforts to notify the Company or the Exchange
Agent when it has sold all of its Exchange Notes. If no Participating
Broker-Dealers check such box, or if all Participating Broker-Dealers who have
checked such box subsequently notify the Company or the Exchange Agent that all
their Exchange Notes have been sold, the Company will not be required to
maintain the effectiveness of the Exchange Offer Registration Statement or to
update the Prospectus and will not provide any Holders with any notices to
suspend or resume use of the Prospectus.
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with the
terms and subject to the conditions of the Exchange Offer. All authority herein
conferred or agreed to be conferred by this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors and assigns, executors, administrators and trustees
in bankruptcy of the undersigned and shall survive the death or incapacity of
the undersigned. Tendered Old Notes may be withdrawn at any time prior to 5:00
p.m. on the Expiration Date in accordance with the terms of the Exchange Offer.
See "The Exchange Offer--Withdrawal of Tenders" in the Prospectus.
The undersigned understands that by tendering Old Notes pursuant to one
of the procedures described under "The Exchange Offer--Procedures for Tendering"
in the Prospectus and the instructions hereto, the tendering Holder will be
deemed to have waived the right to receive any payment in respect of interest on
the Old Notes accrued up to the date of issuance of the Exchange Notes.
The undersigned also understands and acknowledges that the Company
reserves the right in its sole discretion to purchase or make offers for any Old
Notes that remain outstanding subsequent to the Expiration Date in the open
market, in privately negotiated transactions, through subsequent exchange offers
or otherwise. The terms of any such purchases or offers could differ from the
terms of the Exchange Offer.
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The undersigned understands that the delivery and surrender of the Old
Notes is not effective, and the risk of loss of the Old Notes does not pass to
the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
the Company. All questions as to form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Old
Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Old Notes representing
principal amounts not tendered or not accepted for exchange be issued in the
name(s) of the undersigned and that Exchange Notes be issued in the name(s) of
the undersigned (or, in the case of Old Notes delivered by book-entry transfer,
by credit to the account at DTC). Similarly, unless otherwise indicated herein
in the box entitled "Special Delivery Instructions," the undersigned hereby
requests that any Old Notes representing principal amounts not tendered or not
accepted for exchange and Exchange Notes be delivered to the undersigned at the
address(es) shown above. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Old Notes from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the principal amount of such Old Notes so tendered.
In order to properly complete this Letter of Transmittal, a Holder must
(i) complete the box entitled "Description of Old Notes," (ii) complete the box
entitled "Method of Delivery" by checking one of the three boxes therein and
supplying the appropriate information, (iii) if such Holder is a Participating
Broker-Dealer and wishes to receive additional copies of the Prospectus for
delivery in connection with resales of Exchange Notes, complete the box entitled
"For Participating Broker-Dealers Only," (iv) sign this Letter of Transmittal by
completing the box entitled "Please Sign Here," (v) if appropriate, check and
complete the boxes relating to the "Special Issuance Instructions" and "Special
Delivery Instructions" and (vi) complete the Substitute Form W-9. Each Holder
should carefully read the detailed Instructions below prior to the completing
this Letter of Transmittal. See "The Exchange Offer--Procedures for Tendering"
in the Prospectus.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through DTC's Automated
Tender Program ("ATOP"), for which the transaction will be eligible. DTC
participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
an Agent's Message to the Exchange Agent for its acceptance. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of such Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2 below.
A Holder having Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to accept
the Exchange Offer with respect to the Old Notes so registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES
BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION.
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Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent, whose address and telephone number appear on
the front cover of this Letter of Transmittal. See Instruction 11 below.
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately signed schedule and affix the schedule to this
Letter of Transmittal:
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DESCRIPTION OF OLD NOTES
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Name(s) and Address(es) of Holder(s) Certificate Aggregate Principal Aggregate Principal
(please fill in, if blank) Number(s) Amount Represented Amount Tendered
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-------------------- --------------------------- ----------------------------
-------------------- --------------------------- ----------------------------
-------------------- --------------------------- ----------------------------
-------------------- --------------------------- ----------------------------
-------------------- --------------------------- ----------------------------
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TOTAL
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METHOD OF DELIVERY
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[ ] CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED
HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Account Number: ____________ Transaction Code Number: _______________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT PURSUANT TO INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ___________________________________________
Window ticket No. (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Eligible Institution that Guaranteed Delivery: __________________
If Delivered by Book-Entry Transfer (yes or no): ________________________
Account Number: ___________ Transaction Code Number: _______________
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FOR PARTICIPATING BROKER-DEALERS ONLY
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[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF
THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS
WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND RESUME USE OF THE
PROSPECTUS. BY TENDERING ITS OLD NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO USE ITS
REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT
WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES.
(if no Participating Broker-Dealers check this box, or if all
Participating Broker-Dealers who have checked this box subsequently notify
the Company or the Exchange Agent that all their Exchange Notes have been
sold, the Company will not be required to maintain the effectiveness of
the Exchange Offer Registration Statement or to update the Prospectus and
will not provide any notices to any Holders to suspend or resume use of
the Prospectus.)
Name: _______________________________________________________________________
Address: ____________________________________________________________________
Telephone No.: ______________________________________________________________
Facsimile No.: ______________________________________________________________
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF OLD NOTES REGARDLESS OF
WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes
exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
delivered by a participant in DTC, exactly as such participant's name appears
on a security position listing as the owner of Old Notes, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in
a fiduciary or representative capacity, such person must set forth his or her
full title below under "Capacity" and submit evidence satisfactory to the
Company of such person's authority to so act. See Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the Old
Notes, then the record holder(s) must sign a valid bond power.
X ___________________________________________________________________________
X ___________________________________________________________________________
(Signature(s) of Registered Holder(s) or Authorized Signatory)
Date: _______________________________________________________________________
Name: _______________________________________________________________________
Capacity: ___________________________________________________________________
Address: ___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
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MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
____________________________________________________________________________
Name of Eligible Institution Guaranteeing Signatures
____________________________________________________________________________
Address (including Zip Code) and Telephone Number (including Area Code)
of Firm
____________________________________________________________________________
Authorized Signature
____________________________________________________________________________
Printed Name
____________________________________________________________________________
Title
Date: ______________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 and 7) (SEE INSTRUCTIONS 4 AND 9)
To be completed ONLY if Old Notes in a principal To be completed ONLY if Old Notes in a
amount not tendered or not accepted for exchange principal amount not tendered or not accepted
are to be issued in the name of, or Exchange for exchange or Exchange Notes are to be sent
Notes are to be issued in the name of, someone to someone other than the persons whose
other than the person or persons whose signature(s) signature(s) appear(s) within this letter of
appear(s) within this Letter of Transmittal. transmittal or to an address different from
that shown in the box entitled "Description
Issue [ ] Old Notes of Old Notes" within this Letter of Transmittal.
[ ] Exchange Notes
(check as applicable)
Issue [ ] Old Notes
[ ] Exchange Notes
Name ___________________________________________ (check as applicable)
(Please Print)
Name ___________________________________________
Address_________________________________________ (Please Print)
________________________________________________ Address_________________________________________
(Include Zip Code)
________________________________________________
________________________________________________ (Include Zip Code)
(Tax Identification or Social Security Number)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Old Notes not tendered or not exchanged
by book-entry transfer to the DTC account set below:
________________________________________________
(DTC Account Number)
Credit Exchange Notes to the DTC account set below:
________________________________________________
(DTC Account Number)
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES
OR BOOK-ENTRY CONFIRMATION; WITHDRAWAL OF TENDERS.
To tender Old Notes in the Exchange Offer, physical delivery of
certificates for Old Notes or confirmation of a book-entry transfer into the
Exchange Agent's account with DTC of Old Notes tendered electronically, as well
as a properly completed and duly executed copy or manually signed facsimile of
this Letter of Transmittal, or in the case of a book-entry transfer, an Agent's
Message, 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. Tenders of Old Notes in the
Exchange Offer may be made prior to the Expiration Date in the manner described
in the preceding sentence and otherwise in compliance with this Letter of
Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES
FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED
THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING OLD NOTES. IF
SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY
INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR
CONTINGENT TENDERS OF OLD NOTES WILL BE ACCEPTED. Except as otherwise provided
below, the delivery will be made when actually received by the Exchange Agent.
THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE OLD NOTES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE
COMPANY, THE TRUSTEE OR DTC.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to 5:00 p.m. New York City time on the Expiration Date. In order
to be valid, notice of withdrawal of tendered Old Notes must comply with the
requirements set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an Eligible Institution;
(ii) prior to the Expiration Date the Exchange Agent must have received
from such Eligible Institution at one of the addresses set forth on the
cover of this Letter of Transmittal a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided
with the Prospectus, setting forth the name(s) and address(es) of the
registered Holder(s) and the principal amount of Old Notes being
tendered and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange ("NYSE")
trading days from the date of the Notice of Guaranteed Delivery, the
Letter of Transmittal (or a manually signed facsimile thereof) properly
completed and duly executed, or, in the case of a book-entry transfer
an Agent's Message together with certificates representing the Old
Notes (or confirmation of book-entry transfer of such Old Notes into
the Exchange Agent's account at DTC), and any other documents required
by this Letter of Transmittal and the instructions thereto, will be
deposited by such Eligible Institution with the Exchange Agent; and
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(iii) this Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and validly executed with any required
signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, together with certificates for all Old Notes in proper
form for transfer (or a Book-Entry Confirmation with respect to all
tendered Old Notes), and any other required documents must be received
by the Exchange Agent within three NYSE trading days after the date of
such Notice of Guaranteed Delivery.
3. PARTIAL TENDERS.
If less than the entire principal amount of any Old Notes evidenced by
a submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description of
Old Notes" herein. The entire principal amount represented by the certificates
for all Old Notes delivered to the Exchange Agent will be deemed to have been
tendered, unless otherwise indicated. The entire principal amount of all Old
Notes not tendered or not accepted for exchange will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at DTC designated herein)
to the Holder unless otherwise provided in the "Special Issuance Instructions"
or "Special Delivery Instructions" boxes of this Letter of Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the Old
Notes tendered hereby the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
DTC whose name is shown as the owner of the Old Notes tendered hereby, the
signature must correspond with the name shown on the security position listing
as the owner of the Old Notes.
If any of the Old Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any tendered Old Notes are registered in client names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal or any certificates for Old 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, proper evidence satisfactory to the Company of
their authority so to act must be submitted with this Letter of Transmittal.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS
NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND
POWER WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT
IN A RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Old Notes tendered herewith (or by a
participant in DTC whose name appears on a security position listing as the
owner of Old Notes) and certificates for Exchange Notes or for any Old Notes for
principal amounts not tendered or not accepted for exchange are to be issued
directly to such Holder(s) or, if tendered by a participant in DTC, any Old
Notes for principal amounts not tendered or not accepted for exchange are to be
credited to such participant's account at DTC and neither the "Special Issuance
Instructions" box nor the "Special Delivery Instructions" box of this Letter of
Transmittal has been completed or (ii) such Old Notes are tendered for the
account of an Eligible Institution. IN ALL OTHER CASES ALL SIGNATURES ON LETTERS
OF TRANSMITTAL ACCOMPANYING OLD NOTES MUST BE GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR. In all such other cases (including if this Letter of
Transmittal is not signed by the Holder), the Holder must either properly
endorse the certificates for Old Notes tendered or transmit a separate, properly
completed bond power with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Old Notes,
and, with respect to a participant in DTC whose name appears on a security
position listing as the owner of Old Notes, exactly as the name(s) of the
participant(s) appear(s) on such security position listing), with the signature
on the endorsement
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or bond power guaranteed by a Medallion Signature Guarantor, unless such
certificates or bond powers are executed by an Eligible Institution.
Endorsements on certificates for Old Notes and signatures on bond
powers provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion Signature
Guarantor.
5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the
name and address to which Old Notes for principal amounts not tendered or not
accepted for exchange or certificates for Exchange Notes, if applicable, are to
be issued or sent, if different from the name and address of the Holder signing
this Letter of Transmittal. In the case of payment to a different name, the
taxpayer identification or social security number of the person named must also
be indicated.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with
the Holder's social security or Federal employer identification number on
Substitute Form W-9 which is provided under "Important Tax Information" below,
or alternatively to establish another basis for exemption from backup
withholding. A Holder must cross out Item (2) in the Certification box in Part
III of Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect to
the Exchange Offer. The appropriate box in Part I of Substitute Form W-9 should
be checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I of Substitute Form W-9
is checked, the Holder should also sign the attached Certification of Awaiting
Taxpayer Identification Number. If the Exchange Agent is not provided with a TIN
within 60 days thereafter, the Exchange Agent will withhold 31% on all such
payments of the Exchange Notes until a TIN is provided to the Exchange Agent.
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and
transfer of Old Notes pursuant to the Exchange Offer, except if (i) deliveries
of certificates for Old Notes for principal amounts not tendered or not accepted
for exchange are registered or issued in the name of any person other than the
Holder of Old Notes tendered thereby, (ii) tendered certificates are registered
in the name of any person other than the person signing this Letter of
Transmittal or (iii) a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, in which case the amount
of any transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith the
amount of taxes will be billed directly to such tendering Holder.
8. IRREGULARITIES.
All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of all tenders and withdrawals of Old
Notes will be determined by the Company in its sole discretion, which
determination shall be final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF OLD NOTES WILL NOT BE CONSIDERED VALID. The Company reserves the
absolute right to reject any and all tenders of Old Notes that are not in proper
form or the acceptance of which, in the Company's opinion, would be unlawful.
The Company also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Old Notes. The Company's interpretations
of the terms and conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding. Any defect or
irregularity in connection with tenders of Old Notes must be cured within such
time as the Company determines, unless waived by the Company. Tenders of Old
Notes shall not be deemed to have been made until all defects or irregularities
have been waived by the Company or cured. A defective tender (which defect is
not waived by the Company or cured by the Holder) will not constitute a valid
tender of Old Notes and will not entitle the Holder to Exchange Notes. None of
the Company, the Trustee, the Exchange Agent or any other person will be under
any duty to give notice of any defect or irregularity in any tender or
withdrawal of any Old Notes, or incur any liability to Holders for failure to
give any such notice.
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9. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable discretion, to amend
or waive any of the conditions to the Exchange Offer.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR
OLD NOTES.
Any Holder whose certificates for Old Notes have been mutilated, lost,
stolen or destroyed should write to or telephone the Trustee at the address or
telephone number set forth on the cover of this Letter of Transmittal for the
Exchange Agent.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Old Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or other documents may be
directed to the Exchange Agent, whose address and telephone number appear on the
cover of this Letter of Transmittal.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a Holder who tenders Old Notes prior to
receipt of the Exchange Notes is required to provide the Exchange Agent with
such Holder's correct TIN on the 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 ("IRS") and payments, including any Exchange Notes,
made to such Holder with respect to Old Notes exchanged pursuant to the Exchange
Offer may be subject to backup withholding.
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 the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8 signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 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. Holders are urged to consult their own tax advisors to
determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional Federal income tax. Rather, the Federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Exchange
Notes, made with respect to Old Notes exchanged pursuant to the Exchange Offer,
the Holder is required to provide the Exchange Agent with (i) the Holder's
correct TIN by completing the form below, certifying that the TIN provided on
the Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and
that (A) such Holder is exempt from backup withholding, (B) the Holder has not
been notified by the IRS that the Holder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the IRS has
notified the Holder that the Holder is no longer subject to backup withholding,
and (ii) if applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder. If
the Old Notes are held in more than one name or are held not in the name of the
actual 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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- --------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: THE J.H. HEAFNER COMPANY, INC.
- --------------------------------------------------------------------------------------------------------------------
PAYEE INFORMATION (Please print or type):
Individual or business name (if joint account
list first and circle the name of person or
entity whose number you furnish in Part 1
below):
-----------------------------------------------------------------------------------
Check appropriate box:
SUBSTITUTE [ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership [ ] Other
FORM W-9
DEPARTMENT OF THE TREASURY ___________________________________________________________________________________
INTERNAL REVENUE SERVICE Address
___________________________________________________________________________________
City, State and Zip Code
-----------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN"): Enter Social security number:
your TIN in the box at right. For individuals this is
your social security number; for other entities it is _____________________
your employer identification number. Refer to the
chart in Item A of the Guidelines for Certification
of Taxpayer Identification Number on Substitute Form
W-9 (the "Guidelines") for further clarification. If Employer
you do not have a TIN, see instructions on how to identification number:
obtain a TIN in Item C of the Guidelines, check the
appropriate box below indicating that you have
applied for a TIN and, in addition to the Part III _____________________
Certification, sign the attached Certification of
Awaiting Taxpayer Identification Number. APPLIED FOR TIN [ ]
------------------------------------------------------------ ------------------------
PART II PAYEES EXEMPT FROM BACKUP WITHHOLDING:
Check box. (See Item B of the Guidelines for
further clarification. Even if you are exempt
from backup withholding, you should still
complete and sign the certification below):
Exempt [ ]
- ----------------------------------------------------------------------------------------------------------------------
REQUEST FOR TAXPAYER PART III CERTIFICATION: You must cross out item 2 below if you have been
IDENTIFICATION NUMBER AND notified by the Internal Revenue Service (the "IRS") that you are currently
CERTIFICATION subject to backup withholding because of underreporting interest or dividends on
your tax return.
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or
I am waiting for a number to be issued to me) and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (b) I have not been notified by the IRS that I am subject to backup
withholding as a result of a failure to report all interest or dividends or (c)
the IRS has notified me that I am no longer subject to backup withholding.
Signature: _____________________________________ Date:___________________________
- ----------------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED
THE BOX "APPLIED FOR TIN" IN PART I OF SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Service Center or Social Security Administration Office
or (b) I intend to mail or deliver an application in the near future. I
understand that I must provide a TIN to the payor within 60 days of
submitting this Substitute Form W-9 and that if I do not provide a TIN to the
payor within 60 days, the payor is required to withhold 31% of all reportable
payments thereafter to me until I furnish the payor with a TIN.
Signature: ______________________________ Date: _____________________________
- --------------------------------------------------------------------------------
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
A. TIN--The Taxpayer Identification Number for most individuals is their social
security number. Refer to the following chart to determine the appropriate
number:
- --------------------------------------------------------------------------------------------------------------------
GIVE THE SOCIAL SECURITY OR EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF:
- --------------------------------------------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account (1)
3. Custodian account of a minor (Uniform Gift The minor(2)
to Minors Act)
4. a. Revocable savings trust (grantor is The grantor-trustee(1)
also trustee)
b. So-called trust account that is not a The actual owner(1)
legal or valid trust under State law
5. Sole proprietorship The owner(3)
6. A valid trust, estate or pension trust Legal entity(4)
7. Corporate The corporation
8. Association, club, religious, charitable, The organization
educational or other tax exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture The public entity
- --------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's name and social security
number.
(3) Show the individual's name. You may also enter your business name or
"doing business as" name. You may use either your Social Security number
or your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
B. EXEMPT PAYEES--The following lists exempt payees. If you are exempt, you must
nonetheless complete the form and provide your TIN in order to establish that
you are exempt. Check the box in Part II of the form, sign and date the form.
For this purpose, Exempt Payees include: (1) a corporation; (2) an
organization exempt from tax under section 501(a), or an individual retirement
plan (IRA) or a custodial account under section 403(b)(7); (3) the United States
or any of its agencies or instrumentalities; (4) a state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities; (5) a foreign government or any of its
political subdivisions, agencies or instrumentalities; (6) an international
organization or any of its agencies or instrumentalities; (7) a foreign central
bank of issue; (8) a dealer in securities or commodities required to register in
the U.S. or a possession of the U.S.; (9) a real estate investment trust; (10)
an entity or person registered at all times during the tax year under the
Investment Company Act of 1940; (11) a common trust fund operated by a bank
under section 584(a); and (12) a financial institution.
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C. OBTAINING A NUMBER--If you do not have a taxpayer identification number or
you do not know your number, obtain Form SS-5, application for a Social Security
Number, 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.
D. PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes.
Payers must be given the numbers whether or not payees are required to
file tax returns. Payers must generally withhold 31% of taxable interest,
dividend and certain other payments to a payee who does not furnish a taxpayer
identification number. Certain penalties may also apply.
E. PENALTIES--
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If
you fail to furnish your taxpayer identification number to a payer, 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) Failure to Report Certain Dividend and Interest Payments. If you
fail to include any portion of an includable payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) 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.
(4) Criminal Penalty for Falsifying Information. 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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