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EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
11 3/8% SENIOR SECURED NOTES DUE 2006
OF
THE SPORTS CLUB COMPANY, INC.
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF ALL OF
THEIR OUTSTANDING 11 3/8% SENIOR SECURED NOTES DUE 2006
FOR
11 3/8% SERIES B SENIOR SECURED NOTES DUE 2006
PURSUANT TO THE PROSPECTUS DATED , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY
BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE
EXPIRATION DATE.
TO: U.S. BANK TRUST NATIONAL ASSOCIATION (THE "EXCHANGE AGENT")
BY REGISTERED OR CERTIFIED BY FACSIMILE: BY HAND DELIVERY:
MAIL OR OVERNIGHT COURIER: (651) 244-1537 4th Floor Bond Drop Window
U.S. Bank Trust National FOR INFORMATION CALL: U.S. Bank Trust National
Association (651) 244-8161 Association
180 East Fifth Street 180 East Fifth Street
Minnesota 55101 St. Paul Minnesota 55101
Attention: Specialized Finance
Department
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
TO A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
(the "Prospectus"), dated April , 1999, of THE SPORTS CLUB COMPANY, INC. (the
"Company"), which, together with this Letter of Transmittal and the Instructions
hereto (the "Letter of Transmittal"), constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 11 3/8% Series B
Senior Secured Notes due 2006 (the "New Notes") that have been registered under
the Securities Act of 1933, as amended (the "Securities Act") for each $1,000
principal amount of its outstanding 11 3/8% Senior Secured Notes due 2006 (the
"Old Notes"), upon the terms and subject to the conditions set forth in the
Prospectus.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Old Notes are to be physically delivered to the Exchange Agent
herewith by 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 under "The Exchange
Offer -- Procedures for Tendering" 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 (such participants, acting on behalf of Holders (as defined
below), are referred to herein, together with such Holders, as "Acting
Holders"); or (iii) tender of Old Notes is to be made according to the
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guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures." Delivery of documents to DTC does not
constitute delivery to the Exchange Agent. Holders who tender using the DTC ATOP
procedures need not submit a Letter of Transmittal.
The term "Holder" with respect to the Exchange Offer means any persons: (i)
in whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
Holder or (ii) whose Old Notes are held of record by DTC and who desires to
deliver such Old Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
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. See Instruction 10 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
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 executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
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DESCRIPTION OF OLD NOTES
(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS: CERTIFICATE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED SCHEDULE IF NECESSARY)
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AGGREGATE
PRINCIPAL PRINCIPAL
CERTIFICATE AMOUNT OF AMOUNT
NUMBER(S)* CERTIFICATES* TENDERED**
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TOTAL PRINCIPAL
AMOUNT
TENDERED:
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* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Old Notes evidenced by any certificates
delivered to the Exchange Agent are being tendered. See Instruction 4 of this Letter of Transmittal.
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[ ]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
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Name(s) of Registered Holder(s):____________________________________________
Window Ticket No. (if any):_________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_________________________
Name of Eligible Institution which Guaranteed Delivery:_____________________
If Delivered by Book-Entry Transfer,
the Account Number:_________________________________________________________
Transaction Code Number:____________________________________________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:______________________________________________
Account Number:_____________________________________________________________
Transaction Code Number:____________________________________________________
Principal Amount of Tendered Notes:_________________________________________
If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i)
time will not permit this Letter of Transmittal, certificates representing Old
Notes or other required documents to reach the Exchange Agent prior to the
Expiration Date, or (ii) 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.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENT OR SUPPLEMENTS
THERETO.
PLEASE NOTE: THE COMPANY HAS AGREED THAT IT WILL MAKE COPIES OF THE
PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER FOR USE IN
CONNECTION WITH RESALES OF THE NEW NOTES.
Name:______________________________________________________________________
Address:___________________________________________________________________
Attention:_________________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to the Company the principal amount of Old Notes indicated above. Subject to and
effective upon acceptance for exchange of the principal amount of Old Notes
tendered in accordance with this Letter of Transmittal, the undersigned sell,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to the Old Notes that are being tendered hereby and irrevocably
constitutes and appoints the Exchange Agent 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 and as Trustee under the Indenture for the
Old Notes and the New Notes) with respect to such Old Notes, with full power of
substitution (such power of attorneys being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Old Notes to the
Company, or transfer ownership of such Old Notes on the account books maintained
by DTC, together, in either such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company, (b) present such
Old Notes for transfer on the Company's books and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to validly tender, sell, assign and transfer the Old
Notes tendered hereby and the Company will acquire good, valid and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims, when the same are acquired
by the Company. The undersigned also acknowledges that this Exchange Offer is
being made in reliance upon an interpretation by the staff of the Securities and
Exchange Commission that the New Notes issued in exchange for the Old Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by the holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangement with any
person to participate in the distribution of such New Notes. The undersigned
acknowledges that if he or she is participating in the Exchange Offer for the
purpose of distributing the New Notes, the undersigned must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of the New Notes. If the undersigned is
a broker-dealer that will receive New Notes for its own account in exchange for
Old Notes and the undersigned represents that such Old Notes were acquired as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such New
Notes, the undersigned will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
The undersigned represents that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of such Holder's
business, (ii) such Holder has no arrangements with any person to participate in
the distribution of such New Notes and (iii) such Holder is not an "affiliate,"
as defined under Rule 405 of the Securities Act, of the Company or, if such
Holder is an affiliate, that such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute any additional documents deemed
by the Exchange Agent or the Company to be necessary or desirable to complete
the sale, assignment and transfer of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent. If any tendered Old Notes are
not accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Old Notes will be returned (except as noted
below with respect to tenders through DTC), without expense, to the undersigned
at the address shown below or at a different address shown below
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or at a different address as may be indicated under "Special Issuance
Instructions" as soon as practicable following the Expiration Date.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by and shall survive the death or incapacity of the undersigned.
The undersigned understands that the valid tender of Old Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the Instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein under "Special Issuance Instructions,"
please issue the certificates representing the New Notes issued in exchange for
the Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged in the name(s) of the undersigned (or in such event in the case of Old
Notes tendered by DTC, by credit to the account at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please send the
certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and any certificates for Old Notes not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address(es) shown below the undersigned's signatures, unless, in either event,
tender is being made through DTC. In the event that both the Special Issuance
Instructions and the Special Delivery Instructions are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any certificates for Old Notes not tendered or
not exchanged in the name(s) of, and send said certificates to, the person or
persons so indicated. The undersigned recognizes that the Company has no
obligation pursuant to the Special Issuance Instructions and Special Delivery
Instructions 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 Old Notes so
tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING 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
tendered 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 registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact 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 Issuer of
such person's authority to so act. See Instruction 5 herein.
If the signature appearing below is not of the registered Holder(s) of the
Old Notes, then the registered Holder(s) must sign a valid power of attorney in
favor of the person(s) whose signature or signatures appears below.
X
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X
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Signature(s) of Holder(s) or
Authorized Signatory
Date:
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Date:
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Address:
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(including zip code)
Name(s):
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(Please Print)
Capacity:
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Social Security No.:
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Area Code and Telephone No.:
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SIGNATURE GUARANTEE (SEE INSTRUCTIONS 1 AND 5 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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Address (including zip code) and Telephone Number
(including area code) of Firm
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(Authorized Signatures)
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(Printed Name)
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(Title)
Date:
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 And 7)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered are to be issued in the name of, or the New Notes issued pursuant to
the Exchange Offer are to be issued to the order of, someone other than the
person or persons whose signature(s) appear(s) within this Letter of
Transmittal or issued to an address different from that shown in the box
entitled "Description of Old Notes" within this Letter of Transmittal, or if
Old Notes tendered by book-entry transfer that are not accepted for exchange
are to be credited to an account maintained at DTC.
Name:
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(PLEASE PRINT OR TYPE)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 And 7)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered or not accepted for exchange or the New Notes issued pursuant to the
Exchange Offer are to be sent to someone other than the person or persons
whose signature(s) appear(s) within this Letter of Transmittal or to an
address different from that shown in the box entitled "Description of Old
Notes" within this Letter of Transmittal.
Name:
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(PLEASE PRINT OR TYPE)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signature. No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered Holder(s) (including any participant in DTC whose name appears on a
security position listing as the owner of the Old Notes) of Old Notes tendered
herewith, unless such Holder(s) has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Issuance Instructions" on
page 7 hereof or (ii) if such Old Notes are tendered for the account of a firm
which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having and office, branch or agency in the United States (each, an
"Eligible Institution," and, collectively, "Eligible Institutions"). In all
other cases all signatures on this Letter of Transmittal must be guaranteed by
an Eligible Institution (See Instruction 5).
2. Delivery of This Letter of Transmittal and Old Notes. For Old Notes to
be validly tendered pursuant to the Exchange Offer, (i) certificates for all
tendered Old Notes (or a confirmation of a book-entry into the Exchange Agent's
account at DTC of all Old Notes delivered electronically), together with a
properly completed and duly executed copy of this Letter of Transmittal (or
facsimile thereof), with any required signature guarantees and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at the address set forth herein, prior to 5:00 p.m., New York
City time, on the Expiration Date. Holders who tender their old notes using the
DTC ATOP procedures need not submit a Letter of Transmittal.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes and all other
required documents to the Exchange Agent prior to the Expiration Date must
tender their Old Notes by properly completing and duly executing the Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in
the Prospectus. Pursuant to such procedure: (i) such tender must be made by or
through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange
Agent must have received a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the Holder of the Old Notes, the certificate
number or numbers of the Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that, within five business days after the
Expiration Date, this Letter of Transmittal (or facsimile thereof) together with
the certificate(s) representing the Old Notes (or a confirmation of electronic
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent and (iii) the certificates for all tendered Old Notes in proper
form for transfer (or a confirmation of electronic mail delivery of book-entry
delivery into the Exchange Agent's account at DTC), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other required documents, must be
received by the Exchange Agent within five business days after the Expiration
Date, all as provided in the Prospectus under the caption "Guaranteed Delivery
Procedures." Any Holder of Old Notes who wishes to tender his Old Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m. New
York City time, on the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR OLD
NOTES, IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. AS AN ALTERNATIVE TO DELIVERY BY MAIL, THE HOLDER MAY WISH TO USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. NEITHER THE COMPANY NOR THE EXCHANGE AGENT IS
UNDER ANY OBLIGATION TO NOTIFY ANY TENDERING HOLDER OF THE COMPANY'S ACCEPTANCE
OF TENDERED OLD NOTES PRIOR TO THE COMPLETION OF THE EXCHANGE OFFER. NO LETTER
OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.
3. Inadequate Space. If the space provided is inadequate, the information
required under "Description of Old Notes" should be listed on a separate signed
schedule and attached hereto.
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4. Partial Tenders. Tenders of Old Notes will be accepted in all
denominations of $1,000 and integral multiples in excess thereof. If tenders are
to be made with respect to less than the entire principal amount of Old Notes
evidenced by any certificate, fill in the principal amount of Old Notes which
are tendered in column four of the "Description of Old Notes" box. In the case
of partial tenders, Old Notes for the principal amount of the Old Notes not
tendered and a certificate or certificates representing New Notes issued in
exchange for any Old Notes accepted will be sent to the Holder at his or her
registered address, unless a different address is provided in the appropriate
box in this Letter of Transmittal or unless tender is made through DTC, as
promptly as practicable after the Old Notes are accepted for exchange. All Old
Notes represented by the certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Bond Powers and Endorsements. If
this Letter of Transmittal (or facsimile hereof) is signed by the registered
Holder of the Old Notes tendered hereby, the signature must correspond with the
name as written on the face of the Old Notes without alteration, enlargement or
any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to the Company of his authority so to act must be
submitted with this Letter of Transmittal.
When this Letter of Transmittal is signed by the registered Holder(s) of
the Old Notes listed and transmitted hereby and the certificate(s) for New Notes
issued in exchange thereof is to be issued (or any untendered principal amount
of Old Notes is to be reissued) to the registered Holders(s), no endorsements of
certificates or separate bond powers are required. In any other case, such
Holder(s) must either properly endorse the Old Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on such certificates or bond powers guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder(s) appear on the
certificates. Signatures on such certificates or bond powers must be guaranteed
by an Eligible Institution.
6. Transfer Taxes. Except as set forth in this Instruction 6, the Company
will pay any transfer taxes payable with respect to the exchange of Old Notes
pursuant to the Exchange Offer. If, however, certificates representing New Notes
or Old Notes for principal amounts not tendered or accepted for exchange are to
be registered or issued in the name of any persons other than the registered
Holder(s) of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or any other
person) will be payable by the tendering Holder. If satisfactory evidence of the
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
7. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Notes or
substitute Old Notes for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of the Old
Notes through DTC, if different from
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DTC). In the case of issuance in a different name, the taxpayer identification
or social security number of the person named must also be indicated.
8. Substitute Form W-9. The tendering holder is required to provide the
Exchange Agent with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify that the holder is not subject to backup withholding by checking
the box in Part 2 of the form. Failure to provide the information on the
Substitute Form W-9 may subject the tendering holder to 31% federal income tax
withholding on payments made by the Company on account of New Notes issued
pursuant to the Exchange Offer. The box in Part 3 of the Substitute Form W-9 may
be checked if the tendering holder has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is
checked and the Company (or the Transfer Agent with respect to the New Notes) is
not provided with a TIN within 60 days, the Transfer Agent will withhold 31% on
all payments thereafter until a TIN is provided to the Transfer Agent. Foreign
Note holders are required to submit Form W-8 in order to avoid backup
withholding.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Company or the
Transfer Agent with respect to the New Notes, broker or custodian to withhold
31% of the amount of any payments made on account of the New Notes. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person 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.
9. Mutilated, Lost or Destroyed Certificates. If any certificate(s)
representing Old Notes has been lost or destroyed, the Holder should promptly
notify the Exchange Agent. The Holder will then be instructed as to the
procedure to be followed in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until procedures for
replacing lost or destroyed certificates have been followed.
10. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of the Prospectus, the Letter of
Transmittal, the Notice of Guaranteed Delivery and the Substitute Form W-9 may
be directed to the Exchange Agent at its address set forth above.
11. Validity of Tenders. All questions as to the validity, form eligibility
(including time of receipt), and acceptance of tendered Old Notes will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Old Notes not properly tendered or any Old Notes the Company's acceptance of
which would, in the opinion of the Company or its counsel, be unlawful. The
Company also reserves the right in its sole discretion to waive any conditions
of the Exchange Offer or defects or irregularities in tenders of Old Notes as to
any ineligibility of any Holder who seeks to tender Old Notes in the Exchange
Offer. The interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine. The Company will use reasonable efforts to
give notification of defects or irregularities with respect to tenders of Old
Notes, but shall not incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such effects or
irregularities have been cured or waived.
12. Waiver of Conditions. The Company reserves the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
tendered Old Notes.
13. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Old Notes on transmittal of this Letter of Transmittal will
be accepted.
14. Acceptance of Tendered Old Notes and Issuance of New Notes; Return of
Old Notes. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue New Notes therefor as soon
as practicable thereafter. For purposes of the Exchange Offer, the Company shall
be deemed to have accepted
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tendered Old Notes when, as and if the Company has given written and oral notice
thereof to the Exchange Agent. If any tendered Old Notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Old Notes will
be returned, without expense, to the undersigned at the address shown above (or
credited to the undersigned's account at the Book-Entry Transfer Facility
designated above) or at a different address as my be indicated under "Special
Delivery Instructions."
15. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT TAX INFORMATION
Under federal income tax law, a person exchanging Old Notes for New Notes
must provide the Exchange Agent with his correct TIN on Substitute Form W-9 on
this Letter of Transmittal. If the Holder is an individual, his TIN is his
social security number. If the correct TIN is not provided, the Holder may be
subject to a penalty imposed by the Internal Revenue Service and payments made
pursuant to the Exchange Offer may be subject to backup withholding of 31%.
Certain persons (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that person must submit a
statement, signed under penalties of perjury, attesting to his exempt status.
Such statements can be obtained from the Exchange Agent.
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- --------------------------------------------------------------------------------
PAYER'S NAME: THE SPORTS CLUB COMPANY, INC.
- --------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT SOCIAL SECURITY NUMBER
AND CERTIFY BY SIGNING AND DATING BELOW OR EMPLOYER
IDENTIFICATION NUMBER
--------------------------------------------------------------------------------------------
SUBSTITUTE PART 2 -- Check the box if you are NOT subject to backup withholding under the provisions of
FORM W-9 Section 3408(a)(1)(C) of the Internal Revenue Code OF 1986 because (1) you have not been
DEPARTMENT OF THE TREASURY notified that you are subject to backup withholding as a result of failure to report all
INTERNAL REVENUE SERVICE interest or Department of the Treasury dividends or (2) the Internal Revenue Service has
notified you that you are no longer subject to Internal Revenue Service backup withholding.
[ ]
--------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 3 - CERTIFICATION - UNDER THE PENALTIES OF
TAXPAYER IDENTIFICATION PERJURY. AWAITING
NUMBER ("TIN") AND TIN [ ]
CERTIFICATION I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM
IS TRUE, CORRECT, AND COMPLETE.
PRINT YOUR NAME:
-------------------------------------------------------------
ADDRESS:
-------------------------------------------------------------
SIGNATURE:
-------------------------------------------------------------
DATE:
-------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
- -------------------------------------------------------- ---------------------------------------------
Signature Date
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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
11 3/8% SENIOR SECURED NOTES DUE 2006 (THE "OLD NOTES")
OF
THE SPORTS CLUB COMPANY, INC.
This form, or one substantially equivalent hereto, must be used to tender
Old Notes pursuant to the Exchange Offer described in the Prospectus dated
, 1999 (the "Prospectus") of THE SPORTS CLUB COMPANY, INC. (the
"Company"), if a holder of Old Notes cannot deliver a Letter of Transmittal to
the Exchange Agent listed below (the "Exchange Agent") or cannot either deliver
the Old Note to be tendered or complete the procedure for book-entry transfer
prior to 5:00 p.m., New York City time, on , 1999 or such later date
and time to which the Exchange Offer may be extended (the "Expiration Date").
This form, or one substantially equivalent hereto, must be delivered by hand or
sent by facsimile transmission or mail to the Exchange Agent, and must be
received by the Exchange Agent on or prior to the Expiration Date. See "The
Exchange Offer -- Procedures for Tendering" and " -- Guaranteed Delivery
Procedures" in the Prospectus. Capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Prospectus.
TO: FIRST TRUST NATIONAL ASSOCIATION
By Mail, by Hand or Overnight Delivery:
U.S. Bank Trust National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Special Finance Department
By Facsimile:
(651) 244-1537
Confirm by Telephone:
(651) 244-8161
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of the Old
Notes indicated below and that the Letter of Transmittal cannot be delivered to
the Exchange Agent and/or either the certificates representing such Old Notes
cannot be delivered to the Exchange Agent or the procedure for book-entry
transfer cannot be completed prior to the Expiration Date. The undersigned
hereby tenders the Old Notes indicated below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and the Letter of Transmittal, receipt of
which is hereby acknowledged.
Name(s) of Tender Holder(s):
- -------------------------------------------------------------------------------
(Please Print or Type)
-------------------------------------------------------
(Signature)
Address(es):
- --------------------------------------------------------------------------------
Telephone Numbers(s):
- --------------------------------------------------------------------------------
Name(s) in which Old Notes are registered:
- -----------------------------------------------------------------
CERTIFICATE NO(S) AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
(IF APPLICABLE)* AMOUNT REPRESENTED AMOUNT TENDERED
----------------- ------------------- -------------------
Or Account Number at the
Book-Entry Facility
- -------------------------
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GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealer, Inc., a commercial bank or
trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that the
undersigned will deliver to the Exchange Agent the certificates representing the
Old Notes being tendered hereby in proper form for transfer (or a confirmation
of book-entry transfer of such Old Notes, into the Exchange Agent's account at
the book-entry transfer facility) with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, all within five business
days after the Expiration Date.
Name of Firm: Authorized Signature:
Name:
- ------------------------------------------ ------------------------------------------
(Please Print or Type)
Address: Title:
- ------------------------------------------ ------------------------------------------
Dated:
- ------------------------------------------ ------------------------------------------
(include zip code)
Telephone No.:
- ------------------------------------------
The institution that completes this form must communicate the guarantee to
the Exchange Agent and must deliver the certificates representing any Old Notes
(or a confirmation of book-entry transfer of such Old Notes into the Exchange
Agent's account at the book-entry transfer facility) and the Letter of
Transmittal to the Exchange Agent within the time period shown herein. Failure
to do so could result in a financial loss to such institution.
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