EXHIBIT 99.1
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
$140,000,000 10 1/4% SENIOR SUBORDINATED NOTES DUE OCTOBER 1, 2013
ISSUED ON JANUARY 23, 2004
IN EXCHANGE FOR
REGISTERED
$140,000,000 10 1/4% SENIOR SUBORDINATED NOTES DUE OCTOBER 1, 2013
OF
SEMINIS VEGETABLE SEEDS, INC.
PURSUANT TO THE PROSPECTUS DATED , 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON _______, 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE
OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
Wells Fargo Bank, National (213) 614-3355
Association Attention: Corporate Trust
MAC E2818-176 Administration
17th Floor
707 Wilshire Blvd. Confirm by Telephone
Los Angeles, CA 90017 (213) 614-3349
FOR INFORMATION CALL: (213) 614-3349
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated __ , 2004
(the "Prospectus") of Seminis Vegetable Seeds, Inc. (the "Company"), Seminis,
Inc. (the "Parent"), Petoseed International, Inc. ("Petoseed"), PGI Alfalfa,
Inc. ("PGI") and Baxter Seed Co., Inc. ("Baxter", together with the Parent,
Petoseed and PGI, the "Guarantors") and this Letter of Transmittal (this "Letter
of Transmittal"), which, together with the Prospectus, constitutes the Company's
and the Guarantors' (the Company and the Guarantors together are referred to
herein as "we", "us", "their" and "our") offer (the "Exchange Offer") to
exchange up to $140,000,000 aggregate principal amount of our 10 1/4% Senior
Subordinated Notes due 2013 and the related guarantees (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for up to $140,000,000 aggregate principal amount of our
outstanding 10 1/4% Senior Subordinated Notes due 2013 issued on January 23,
2004 and the related guarantees (the "Outstanding Notes"). Recipients of the
Prospectus should read the requirements described in such Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Outstanding Notes described in the box
entitled "Description of Outstanding Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered owner of all the Outstanding Notes and the
undersigned represents that it has received from each beneficial owner of
Outstanding Notes ("Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of Outstanding
Notes (i) if certificates representing Outstanding Notes are to be forwarded
herewith or (ii) if delivery of Outstanding Notes is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company (the
"Depositary"), pursuant to the procedures set forth in the section of the
Prospectus entitled "The Exchange Offer - Procedures for Tendering Your Original
Notes." If delivery of the Outstanding Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at the Depositary,
tenders of the Outstanding Notes must be effected in accordance with the
procedures mandated by the Depositary's Automated Tender Offer Program and the
procedures set forth in the Prospectus under the caption "The Exchange Offer -
Book-Entry Transfer."
The undersigned hereby represents and warrants that the information set
forth in the box below entitled "Beneficial Owner(s)" is true and correct.
Any Beneficial Owner whose Outstanding Notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Outstanding Notes promptly
and instruct such registered holder of Outstanding Notes to tender on behalf of
the Beneficial Owner. If such Beneficial Owner wishes to tender on its own
behalf, such Beneficial Owner must, prior to completing and executing this
Letter of Transmittal and delivering its Outstanding Notes, either make
appropriate arrangements to register ownership of the Outstanding Notes in such
Beneficial Owner's name or obtain a properly completed bond power from the
registered holder of Outstanding Notes. The transfer of record ownership may
take considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Outstanding Notes must (i) complete the box entitled "Description of Outstanding
Notes," (ii) if appropriate, check and complete the boxes relating to Book-entry
Transfer, Guaranteed Delivery, Special Issuance Instructions, Special Delivery
Instructions and Beneficial Owner(s), (iii) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (iv) unless an exemption applies,
complete the Substitute Form W-9. Each holder of Outstanding Notes should
carefully read the detailed instructions below prior to completing the Letter of
Transmittal.
Holders of Outstanding Notes who desire to tender their Outstanding Notes
for exchange and (i) whose Outstanding Notes are not immediately available, (ii)
who cannot deliver their Outstanding Notes and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date or (iii) who are
unable to complete the procedure for book-entry transfer on a timely basis, must
tender the Outstanding Notes pursuant to the guaranteed delivery procedures set
forth in the section of the Prospectus entitled "The Exchange Offer - Guaranteed
Delivery Procedures." See Instruction 2 of the Instructions beginning on page 11
hereof.
Holders of Outstanding Notes who wish to tender their Outstanding Notes
for exchange must, at a
minimum, complete columns (1), (2), if applicable (see footnote 1 to the box
below), and (3) in the box below entitled "Description of Outstanding Notes" and
sign the box on page 10 under the words Sign Here." If only those columns are
completed, such holder of Outstanding Notes will have tendered for exchange all
Outstanding Notes listed in column (3) below. If the holder of Outstanding Notes
wishes to tender for exchange less than all of such Outstanding Notes, column
(4) must be completed in full. In such case, such holder of Outstanding Notes
should refer to instruction 5 on page 12.
DESCRIPTION OF OUTSTANDING NOTES
(1) (2) (3) (4)
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PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED TENDERED FOR
HOLDER(S) OF OUTSTANDING NOTE(S), EXACTLY OUTSTANDING EXCHANGE (ONLY IF
AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR NOTE DIFFERENT AMOUNT
OUTSTANDING NOTE OR AS THE NAME OF THE NUMBER(S) FROM COLUMN (3))
PARTICIPANT APPEARS ON THE BOOK-ENTRY (ATTACH AGGREGATE (MUST BE IN
TRANSFER FACILITY'S SECURITY POSITION SIGNED LIST PRINCIPAL INTEGRAL MULTIPLES
LISTING (PLEASE FILL IN, IF BLANK) IF NECESSARY)1 AMOUNT OF $1,000)2
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
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(1) Column (2) need not be completed by holders of Outstanding Notes tendering
Outstanding Notes for exchange by book-entry transfer. Please check the
appropriate box on the next page and provide the requested information.
(2) Column (4) need not be completed by holders of Outstanding Notes who wish to
tender for exchange the principal amount of Outstanding Notes listed in column
(3). Completion of column (4) will indicate that the holder of Outstanding Notes
wishes to tender for exchange only the principal amount of Outstanding Notes
indicated in column (4).
[ ] CHECK HERE IF OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITARY
AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS
HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution: _______________________________________
Account Number: ______________________________________________________
Transaction Code Number: _____________________________________________
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Outstanding Note(s): ____________________
Date of Execution of Notice of Guaranteed Delivery: __________________
Window Ticket Number (if available): _________________________________
Name of Institution which Guaranteed Delivery: _______________________
Account Number (if delivered by book-entry transfer): ________________
ATTENTION BROKER-DEALERS: IMPORTANT NOTICE
CONCERNING YOUR ABILITY TO RESELL THE NEW NOTES
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") CONSIDERS BROKER-DEALERS THAT
ACQUIRED OUTSTANDING NOTES DIRECTLY FROM THE COMPANY, BUT NOT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, TO BE MAKING A
DISTRIBUTION OF THE NEW NOTES IF THEY PARTICIPATE IN THE EXCHANGE OFFER.
CONSEQUENTLY, THESE BROKER-DEALERS CANNOT USE THE PROSPECTUS FOR THE EXCHANGE
OFFER IN CONNECTION WITH RESALES OF THE NEW NOTES AND, ABSENT AN EXEMPTION, MUST
COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT IN CONNECTION WITH RESALES OF THE NEW NOTES. SUCH BROKER-DEALERS
CANNOT RELY ON THE POSITION OF THE SEC'S STAFF SET FORTH IN THE EXXON CAPITAL
HOLDINGS CORPORATION NO-ACTION LETTER (AVAILABLE MAY 13, 1988) OR SIMILAR
NO-ACTION LETTERS.
A BROKER-DEALER THAT HAS BOUGHT OUTSTANDING NOTES FOR MARKET-MAKING OR OTHER
TRADING ACTIVITIES MUST DELIVER A PROSPECTUS IN ORDER TO RESELL ANY NEW NOTES IT
RECEIVES FOR ITS OWN ACCOUNT IN THE EXCHANGE OFFER. THE SEC HAS TAKEN THE
POSITION THAT BROKER-DEALERS MAY FULFILL THEIR PROSPECTUS DELIVERY REQUIREMENTS
WITH RESPECT TO THE NEW NOTES BY DELIVERING THE PROSPECTUS FOR THE EXCHANGE
OFFER. SUCH PROSPECTUS MAY BE USED BY A BROKER-DEALER TO RESELL ANY OF ITS NEW
NOTES. WE WILL SEND A PROSPECTUS TO ANY BROKER-DEALER THAT REQUESTS COPIES IN
THIS QUESTIONNAIRE FOR A PERIOD OF UP TO 90 DAYS AFTER THE DATE OF EXPIRATION OF
THE EXCHANGE OFFER.
IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY LETTERS OF TRANSMITTAL
FROM BROKER-DEALERS REQUESTING ADDITIONAL COPIES OF THE PROSPECTUS FOR USE IN
CONNECTION WITH RESALES OF THE NEW NOTES, THE COMPANY INTENDS TO TERMINATE THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON AS PRACTICABLE AFTER THE
CONSUMMATION OR TERMINATION OF THE EXCHANGE OFFER. IF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT IS TERMINATED, YOU WILL NOT BE ABLE TO USE THE PROSPECTUS
IN CONNECTION WITH RESALES OF NEW NOTES AFTER SUCH TIME. SEE SECTION ENTITLED
"THE EXCHANGE OFFER - PURPOSE AND EFFECT OF EXCHANGE OFFER; REGISTRATION RIGHTS"
CONTAINED IN THE PROSPECTUS FOR MORE INFORMATION.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO FOR USE IN CONNECTION WITH RESALES OF NEW NOTES:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Telephone No.: _____________________________________________________________
Number of Additional Copies Desired: _______________________________________
If you requested additional copies of the prospectus, YOU MUST MAIL OR SEND A
PHOTOCOPY OF THIS PAGE to:
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
Wells Fargo Bank, National (213) 614-3355
Association Attention: Corporate Trust
MAC E2818-176 Administration
17th Floor
707 Wilshire Blvd. Confirm by Telephone
Los Angeles, CA 90017 (213) 614-3349
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the New Notes issued in exchange for
Outstanding Notes (or if certificates for Outstanding Notes not tendered for
exchange for New Notes) are to be issued in the name of someone other than the
undersigned or (ii) if Outstanding Notes tendered by book-entry transfer which
are not exchanged are to be returned by credit to an account maintained at the
Depositary.
Issue to: ____________________________________________________________________
Name: ________________________________________________________________________
(PLEASE PRINT)
Address: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
Credit Outstanding Notes not exchanged and delivered by book-entry
transfer to the Depositary account set forth below:
______________________________________________________________________________
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the New Notes issued in exchange for Outstanding
Notes (or if certificates for Outstanding Notes not tendered for exchange for
New Notes) are to be mailed or delivered (i) to someone other than the
undersigned, or (ii) to the undersigned at an address other than the address
shown below the undersigned's signature.
Mail or deliver to: __________________________________________________________
Name: ________________________________________________________________________
(PLEASE PRINT)
Address: _____________________________________________________________________
(INCLUDE ZIP CODE)
______________________________________________________________________________
______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
BENEFICIAL OWNER(S)
STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF OUTSTANDING NOTES
BENEFICIAL OWNER OF OUTSTANDING NOTES HELD FOR ACCOUNT OF BENEFICIAL OWNER(S).
If delivery of Outstanding Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at the Depositary, then tenders of
Outstanding Notes must be effected in accordance with the procedures mandated by
the Depositary's Automated Tender Offer Program and the procedures set forth in
the Prospectus under the caption "The Exchange Offer Book-Entry Transfer."
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Seminis Vegetable Seeds, Inc. (the "Company")
Seminis, Inc. (the "Parent"), Petoseed International, Inc. ("Petoseed"), PGI
Alfalfa, Inc. ("PGI") and Baxter Seed Co., Inc. ("Baxter", together with the
Parent, Petoseed and PGI, the "Guarantors") upon the terms and subject to the
conditions set forth in the Prospectus dated ___________, 2004 (the
"Prospectus") and this Letter of Transmittal (this "Letter of Transmittal"),
which, together with the Prospectus, constitutes the Company's and the
Guarantors' (the Company and the Guarantors together are referred to herein as
"we", "us", "their" and "our") offer (the "Exchange Offer") to exchange up to
$140,000,000 aggregate principal amount of its 10 1/4% Senior Subordinated Notes
due 2013 and the related guarantees (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for up to $140,000,000 aggregate principal amount of its outstanding 10 1/4%
Senior Subordinated Notes due 2013 issued on January 23, 2004 (the "Outstanding
Notes"), the undersigned hereby tenders to the Company for exchange the
Outstanding Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Outstanding Notes tendered for exchange herewith,
the undersigned (i) acknowledges and agrees that the Company and the Guarantors
shall have fully performed all of their obligations under that certain
Registration Rights Agreement, dated as of January 23, 2004 among the Company,
the Guarantors and the Initial Purchasers (as defined in the Prospectus), (ii)
will have irrevocably sold, assigned and transferred to the Company all right,
title and interest in, to and under all of the Outstanding Notes tendered for
exchange hereby and (iii) hereby appoints Wells Fargo Bank, National Association
(the "Exchange Agent") as the true and lawful agent and attorney-in-fact (with
full knowledge that the Exchange Agent also acts as agent of the Company and the
Guarantors) of such holder of Outstanding Notes with respect to such Outstanding
Notes, with full power of substitution, to (x) deliver certificates representing
such Outstanding Notes, or transfer ownership of such Outstanding Notes on the
account books maintained by The Depository Trust Company (the "Depositary")
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (y) present and deliver such Outstanding Notes
for transfer on the books of the Company, and (z) receive all benefits and
otherwise exercise all rights and incidents of ownership with respect to 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.
The undersigned hereby represents and warrants that (i) the undersigned
has full power and authority to tender, exchange, assign and transfer the
Outstanding Notes, and (ii) when such Outstanding Notes are accepted for
exchange by the Company, the Company will acquire good and marketable title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims. The undersigned will, upon receipt, 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 for exchange hereby.
The undersigned hereby further represents to the Company that (i) the New
Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in the distribution of the New
Notes and none of them have any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale transaction of the
New Notes acquired by such person and (y) cannot rely on the position of the
staff of the Securities and Exchange Commission (the "Commission") set forth in
Morgan Stanley and Co., Inc. no-action letter (available June 5, 1991) or the
Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or
similar letters, (iv) the undersigned and each person receiving any New Notes
directly or indirectly from the undersigned pursuant to the Exchange Offer
understand that a secondary resale transaction described in clause (iii) above
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K of the Commission
and (v) neither the undersigned nor any person receiving any New Notes directly
or indirectly from the undersigned pursuant to the Exchange Offer is an
"affiliate" of the Company or any Guarantor, as defined under Rule 405 under the
Securities Act. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Outstanding Notes that were acquired
as a result of market making or other trading activities, it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes received in respect of such
Outstanding Notes pursuant to the Exchange Offer; 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.
The undersigned acknowledges that, (i) for purposes of the Exchange Offer,
the Company and the Guarantors will be deemed to have accepted for exchange, and
to have exchanged, validly tendered Outstanding Notes, if, as and when the
Company gives oral or written notice thereof to the Exchange Agent. Tenders of
Outstanding Notes for exchange may be withdrawn at any time prior to the
Expiration Date, and (ii) any Outstanding Notes tendered by the undersigned and
not accepted for exchange will be returned to the undersigned at the address set
forth above unless otherwise indicated in the box above entitled "Special
Delivery Instructions."
The undersigned acknowledges that the Company's acceptance of Outstanding
Notes validly tendered for exchange pursuant to any one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer" and in
the instructions hereto will constitute a binding agreement among the
undersigned, the Company and the Guarantors upon the terms and subject to the
conditions of the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Outstanding Notes not tendered for exchange in
the name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for
Outstanding Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that either "Special Issuance Instructions" or
"Special Delivery Instructions" are completed, please issue the certificates
representing the New Notes issued in exchange for the Outstanding Notes accepted
for exchange in the name(s) of, and return any Outstanding Notes not tendered
for exchange or not exchanged to, the person(s) so indicated. The undersigned
recognizes that the Company and the Guarantors have no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Outstanding Notes from the name of the holder of Outstanding Notes
thereof if the Company does not accept for exchange any of the Outstanding Notes
so tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Outstanding Notes.
In order to validly tender Outstanding Notes for exchange, holders of
Outstanding Notes must complete, execute and deliver this Letter of Transmittal.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
otherwise stated in the Prospectus, this tender for exchange of Outstanding
Notes is irrevocable.
SIGN HERE
X____________________________________ Date: _________________________________
SIGNATURE OF OWNER
MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OUTSTANDING NOTES EXACTLY AS
NAME(S) APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OUTSTANDING NOTES OR ON A
SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED
OUTSTANDING NOTE HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH.
IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS,
ATTORNEYS-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. (SEE
INSTRUCTION 6).
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
NAME(S)
______________________________________________________________________________
CAPACITY (FULL TITLE)
______________________________________________________________________________
ADDRESS (INCLUDING ZIP CODE)
______________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
______________________________________________________________________________
TAX IDENTIFICATION NUMBER
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
X_______________________________________ Date:_______________________________
AUTHORIZED SIGNATURE
______________________________________________________________________________
NAME AND TITLE
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by an institution that is an "Eligible Guarantor
Institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, and is a member of one of the following recognized
Signature Guarantee Programs (each, an "Eligible Institution"):
(a) The Securities Transfer Agents Medallion Program (STAMP)
(b) The New York Stock Exchange Medallion Signature Program (MSP)
(c) The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Outstanding
Notes tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Outstanding Notes
are tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES; GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of Outstanding
Notes (i) if certificates are to be forwarded herewith or (ii) if tenders are to
be made pursuant to the procedures for tender by book-entry transfer or
guaranteed delivery set forth in the section of the Prospectus entitled "The
Exchange Offer - Guaranteed Delivery Procedures." Certificates for all
physically tendered Outstanding Notes or any confirmation of a 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 on the cover of this Letter of
Transmittal prior to the Expiration Date. Holders of Outstanding Notes who elect
to tender Outstanding Notes and (i) whose Outstanding Notes are not immediately
available, (ii) who cannot deliver the Letter of Transmittal, Outstanding Notes
or other required documents to the Exchange Agent prior to the Expiration Date
or (iii) who are unable to complete the procedure for book-entry transfer on a
timely basis, may have such tender effected if (a) such tender is made by or
through an Eligible Institution, (b) prior to the Expiration Date, the Exchange
Agent has received from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
holder of such Outstanding Notes, the certificate number(s) of such Outstanding
Notes and the principal amount of Outstanding Notes tendered for exchange,
stating that tender is being made thereby and guaranteeing that, within three
New York Stock Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery, this Letter of Transmittal (or a manually executed
facsimile thereof), properly completed and duly executed, the certificates
representing such Outstanding Notes (or a Book-Entry Confirmation), in proper
form for transfer, and any other documents required by this Letter of
Transmittal, will be deposited by such Eligible Institution with the Exchange
Agent, and (c) a properly completed and duly executed Letter of Transmittal (or
a manually executed facsimile thereof) with certificates for all tendered
Outstanding Notes, or a Book-Entry Confirmation, and any other documents
required by this Letter of Transmittal are received by the Exchange Agent within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER OF OUTSTANDING NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. NEITHER THIS LETTER
OF TRANSMITTAL NOR ANY OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Outstanding Notes, by execution of this Letter of
Transmittal (or facsimile hereof, if applicable), waive any right to receive
notice of the acceptance of their Outstanding Notes for exchange.
3. INADEQUATE SPACE.
If the space provided in the box entitled "Description of Outstanding
Notes" above is inadequate, the certificate numbers and principal amounts of the
Outstanding Notes being tendered should be listed on a separate signed schedule
affixed hereto.
4. WITHDRAWALS.
A tender of Outstanding Notes may be withdrawn at any time prior to 5:00
p. m. New York City time on the Expiration Date by delivery of a written or an
Automated Tender Offer Program electronic transmission notice of withdrawal to
the Exchange Agent at the address set forth on the cover of this Letter of
Transmittal prior to 5:00 p.m. New York City Time on the Expiration Date. To be
effective, a notice of withdrawal of Outstanding Notes must (i) specify the name
of the person who tendered the Outstanding Notes to be withdrawn (the
"Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including the
certificate number or numbers and aggregate principal amount of such Outstanding
Notes), (iii) be signed by the holder of Outstanding Notes in the same manner as
the original signature on the Letter of Transmittal by which such Outstanding
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Trustee under the
Indenture register the transfer of such Outstanding Notes into the name of the
person withdrawing the tender, (iv) specify the name in which any such
Outstanding Notes are to be registered, if different from that of the Depositor,
and (v) be received by the Exchange Agent prior to the Expiration Date.
Withdrawals of tenders of Outstanding Notes may not be rescinded, and any
Outstanding Notes withdrawn will thereafter be deemed not validly tendered for
purposes of the Exchange Offer, and no New Notes will be issued with respect
thereto unless the Outstanding Notes so withdrawn are validly retendered.
Properly withdrawn Outstanding Notes may be retendered by following one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer - Procedures for Tendering Your Original Notes" at any time prior to the
Expiration Date.
5. PARTIAL TENDERS.
(Not applicable to holders of Outstanding Notes who tender Outstanding
Notes by book-entry transfer). Tenders of Outstanding Notes will be accepted
only in integral multiples of $1,000 principal amount. If a tender for exchange
is to be made with respect to less than the entire principal amount of any
Outstanding Notes, fill in the principal amount of Outstanding Notes which are
tendered for exchange in column (4) of the box entitled "Description of
Outstanding Notes" on page 3, as more fully described in the footnotes thereto.
In case of a partial tender for exchange, new certificate(s), in fully
registered form, for the remainder of the principal amount of the Outstanding
Notes, will be sent to the holders of Outstanding Notes unless otherwise
indicated in the appropriate box on this Letter of Transmittal as promptly as
practicable after the expiration or termination of the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the holder of Outstanding Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
Outstanding Notes without alteration, enlargement or any change whatsoever.
(b) If tendered Outstanding Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations.
(d) When this Letter of Transmittal is signed by the holder of the
Outstanding Notes listed and transmitted hereby, no endorsements of Outstanding
Notes or separate powers of attorney are required. If, however, Outstanding
Notes not tendered or not accepted are to be issued or returned in the name of a
person other than the holder of Outstanding Notes, then the Outstanding Notes
transmitted hereby must be endorsed or accompanied by appropriate powers of
attorney in a form satisfactory to the Company, in either case signed exactly as
the name(s) of the holder of Outstanding Notes appear(s) on the Outstanding
Notes. Signatures on such Outstanding Notes or powers of attorney must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
(e) If this Letter of Transmittal or Outstanding Notes or powers of
attorney 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
proper evidence satisfactory to the Company of their authority so to act must be
submitted.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Outstanding Notes listed, the Outstanding Notes must be
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name(s) of the registered holder of Outstanding Notes appear(s)
on the certificates. Signatures on such Outstanding Notes or powers of attorney
must be guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
7. TRANSFER TAXES.
Except as set forth in this Instruction 7, the Company will pay all
transfer taxes, if any, applicable to the transfer and exchange of Outstanding
Notes pursuant to the Exchange Offer. If issuance of New Notes is to be made to,
or Outstanding Notes not tendered for exchange are to be issued or returned in
the name of, any person other than the registered holder of the Outstanding
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of Outstanding Notes pursuant to the Exchange Offer, and satisfactory
evidence of payment of such taxes or exemptions therefrom is not submitted with
this Letter of Transmittal, the amount of any transfer taxes payable on account
of any such transfer will be imposed on and payable by the tendering holder of
Outstanding Notes prior to the issuance of the New Notes.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If the New Notes, or if any Outstanding Notes not tendered for exchange,
are to be issued or sent to someone other than the holder of Outstanding Notes
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Holders of Outstanding Notes
tendering Outstanding Notes by book-entry transfer may request that Outstanding
Notes not accepted be credited to such account maintained at the Depositary as
such holder of Outstanding Notes may designate.
9. IRREGULARITIES.
All questions as to the form of documents and the validity, eligibility
(including time of receipt), acceptance and withdrawal of Outstanding Notes will
be determined by the Company, in its sole discretion, whose determination shall
be final and binding. The Company reserves the absolute right to reject any or
all tenders for exchange of any particular Outstanding Notes that are not in
proper form, or the acceptance of which would, in the opinion of the Company (or
its counsel), be unlawful. The Company reserves the absolute right to waive any
defect, irregularity or condition of tender for exchange with regard to any
particular Outstanding Notes. The Company's interpretation of the terms of, and
conditions to, the Exchange Offer (including the instructions herein) will be
final and binding. Unless waived, any defects or irregularities in connection
with the Exchange Offer must be cured within such time as the Company shall
determine. Neither the Company, the Guarantors, the Exchange Agent nor any other
person shall be under any duty to give notice of any defects or irregularities
in Outstanding Notes tendered for exchange, nor shall any of them incur any
liability for failure to give such notice. A tender of Outstanding Notes
will not be deemed to have been made until all defects and irregularities with
respect to such tender have been cured or waived. Any Outstanding Notes received
by the Exchange Agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
10. WAIVER OF CONDITION.
The Company reserves the absolute right to waive, amend or modify any of
the specified conditions described under "The Exchange Offer - Expiration Date;
Extensions; Amendments" in the Prospectus in the case of any Outstanding Notes
tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
If a holder of Outstanding Notes desires to tender Outstanding Notes
pursuant to the Exchange Offer, but any of such Outstanding Notes has been
mutilated, lost, stolen or destroyed, such holder of Outstanding Notes should
contact the Trustee at the address set forth on the cover of this Letter of
Transmittal for further instructions.
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES.
Requests for information about the procedure for tendering or for
withstanding tenders, or for additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address or
telephone number set forth on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
IMPORTANT TAX INFORMATION
Each holder of Outstanding Notes must, unless an exemption applies,
provide the Exchange Agent with such holder's correct taxpayer identification
number on the Substitute Form W-9 below, with the required certifications being
made under penalties of perjury. If the Exchange Agent is not provided with the
correct taxpayer identification number, the holder may be subject to a $50
penalty imposed by the Internal Revenue Service in addition to being subject to
backup withholding.
If backup withholding applies, the Company is required to withhold 30% of
any payment made to the holder of Outstanding Notes or other payee pursuant to
the exchange. 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 Internal
Revenue Service.
Certain holders of Outstanding Notes (including, among others, most
corporations and certain foreign individuals) are not subject to these backup
withholding requirements with respect to interest payments. A foreign individual
may qualify as an exempt recipient by submitting to the Exchange Agent a
properly completed internal Revenue Service Form W-SBEN, Form W-8ECI or Form
W-81MY, as applicable (the terms of which the Exchange Agent will provide upon
request), signed under penalty of perjury, attesting to the holder's exempt
status. For payees exempt from backup withholding, see the enclosed Guidelines
for Certification of Taxpayer Identification Number ("TIN") on Substitute Form
W-9 (the "Guidelines") below.
The holder of Outstanding Notes is required to give the Exchange Agent the
TIN (e.g., social security number or employer identification number) of the
record owner of the Outstanding Notes. If the Outstanding Notes are held in more
than one name or are not held in the name of the actual owner, consult the
enclosed Guidelines for additional guidance regarding which number to report.
A holder of Outstanding Notes should consult his or her tax advisor as to
his or her qualification for exemption from the backup withholding requirements
and the procedure for obtaining an exemption.
PAYER'S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer ______________________________
Identification Number (TIN) Social Security Number
OR
PART 1-PLEASE PROVIDE YOUR TIN ______________________________
IN THE BOX AT RIGHT AND CERTIFY Employer Identification Number
BY SIGNING AND DATING BELOW.
PART 2-Certification PART 3-
Under penalties of perjury, I certify that: Awaiting TIN [ ]
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding, and
(3) I am a U.S. person
Certification Instructions-You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are currently 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______________________
NAME_______________________________________________________
ADDRESS____________________________________________________
CITY_____________________ STATE___________ ZIP CODE________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
WITHHOLDING OF 30% 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 CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 30%
of all reportable payments made to me thereafter will be withheld until I
provide such a number.
Signature:_________________________________ Date:______________________________
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 213-614-3349 OR
BY FACSIMILE AT 213-614-3355.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
The taxpayer identification number for an individual is the individual's Social
Security number. Social Security numbers have nine digits separated by two
hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is
the entity's Employer Identification number. Employer Identification numbers
have nine digits separated by one hyphen: e.g., 00-0000000. The table below will
help determine the number to give the payer.
<Table>
<Caption>
GIVE THE NAME AND SOCIAL
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF -
1. Individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined funds,
the first individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee (1)
savings trust (grantor
is also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner(3)
GIVE THE NAME AND EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF -
6. A valid trust, estate or The legal entity(4)
pension trust
7. Corporate The corporation
8. Association, club, The organization
religious, charitable,
educational or other
tax-exempt organization The broker or nominee
9. Partnership
10. A broker or registered The partnership
nominee
11. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state
or local government,
school district, or
prison) that receives
agricultural program
payments
</Table>
(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 social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or TIN (if you have
one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
The Exchange Agent for the Exchange Offer is:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
Wells Fargo Bank, National (213) 614-3355
Association Attention: Corporate Trust
MAC E2818-176 Administration
17th Floor
707 Wilshire Blvd. Confirm by Telephone
Los Angeles, CA 90017 (213) 614-3349
FOR INFORMATION CALL: (213) 614-3349