1
Exhibit 99.1
LETTER OF TRANSMITTAL
GRANT GEOPHYSICAL, INC.
OFFER TO EXCHANGE ITS 9 3/4% SENIOR NOTES DUE 2008, SERIES B
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ITS OUTSTANDING
9 3/4% SENIOR NOTES DUE 2008, SERIES A
PURSUANT TO THE PROSPECTUS
DATED , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1998, UNLESS THE OFFER IS EXTENDED.
The Exchange Agent For The Exchange Offer is:
LASALLE NATIONAL BANK
By Mail or Overnight Delivery: By Hand Delivery:
LaSalle National Bank LaSalle National Bank
Corporate Trust Division c/o IBJ Schroder Bank and Trust Company
135 South LaSalle Street One State Street -- Floor SC1
Suite 1825 Securities Processing Window
Chicago, Illinois 60603 New York, New York 100004
Attention: Sarah H. Webb
To Confirm by Telephone or For Information:
(312) 904-2936
Facsimile Transmissions:
(312) 904-2236
Delivery of this letter of transmittal to an address other than as set
forth above or transmission of this letter of transmittal via facsimile to a
number other than as set forth above does not constitute a valid delivery.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below). As used herein, the term
"holder" means a holder of Original Notes (as defined below), including any
participant ("DTC Participant") in the book-entry transfer facility system of
The Depository Trust Company ("DTC"), whose name appears on a security position
listing as the owner of the Original Notes. As used herein, the term
"Certificates" means physical certificates representing Original Notes.
Only a registered holder of Original Notes may tender in the Exchange
Offer. To tender in the Exchange Offer, a holder must complete, sign and date
this Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by this Letter of Transmittal, and mail or otherwise
deliver this Letter of Transmittal, or a facsimile thereof, together with any
other required documents, to the Exchange Agent prior to the Expiration Date. In
addition, (i) Certificates for such Original Notes must be received by the
Exchange Agent along with the Letter of Transmittal, or (ii) a timely
confirmation of a book-entry transfer of such Original Notes, if such procedure
is available, into the Exchange Agent's account at DTC pursuant to the procedure
for book-entry transfer, as described in the Prospectus at "The Exchange
Offer -- Book-Entry Transfer," must be received by the Exchange Agent prior to
the Expiration Date or (iii) the holder must comply with the guaranteed delivery
procedures described in the Prospectus at "The Exchange Offer -- Guaranteed
Delivery Procedures."
Holders who wish to tender their Original Notes (i) whose Certificates are
not immediately available, (ii) who cannot deliver their Certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date or (iii) who cannot complete the procedures for book-entry transfer on or
prior to the Expiration Date, must tender their Original Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
- ----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES TENDERED
- ----------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF NUMBER OF BENEFICIAL
ORIGINAL NOTES ORIGINAL NOTES HOLDERS FOR WHICH
NAME AND ADDRESS OF REGISTERED CERTIFICATE TENDERED (IF ALL ARE TENDERED (IF LESS THAN ORIGINAL NOTES ARE
HOLDER (PLEASE FILL IN, IF BLANK) NUMBERS* TENDERED) ALL ARE TENDERED)** HELD
- ----------------------------------------------------------------------------------------------------------------------------
$ $
------------------------------------------------------------------------------------
$ $
------------------------------------------------------------------------------------
$ $
------------------------------------------------------------------------------------
$ $
- ----------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Original Notes may be tendered only in denominations of $1,000 principal amount and integral multiples thereof. All
Original Notes held shall be deemed tendered unless a lesser number is specified in this column.
- ----------------------------------------------------------------------------------------------------------------------------
3
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS
(DEFINED IN INSTRUCTION 1) ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL 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:
------------------------------------------------------------------------
DTC Account Number:
------------------------------------------------------------------------
Transaction Code Number:
------------------------------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name of Registered Holder:
------------------------------------------------------------------------
Window Ticket Number (if any):
------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------------------------
Name of Institution which Guaranteed Delivery:
--------------------------------------------------------------
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:
------------------------------------------------------------------------
DTC Account Number:
------------------------------------------------------------------------
Transaction Code Number:
------------------------------------------------------------------------
[ ] CHECK HERE IF ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
AND NON-EXCHANGED OR UNTENDERED ORIGINAL NOTES ARE TO BE RETURNED BY
CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
Area Code and Telephone Number:
--------------------------------Contact Person:
--------------------------------
4
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Grant Geophysical, Inc., a Delaware
corporation (the "Company"), the above-described aggregate principal amount of
the Company's 9 3/4% Senior Notes due 2008, Series A (the "Original Notes"), in
exchange for a like amount of the Company's 9 3/4% Senior Notes due 2008, Series
B (the "Exchange Notes"), which have been registered under the Securities Act of
1933 (the "Securities Act"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 1998 (as the same may be amended or
supplemented from time to time, the "Prospectus"), receipt of which is
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Original Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Original Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) with respect to the tendered Original Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Original Notes to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Original Notes, (ii) present Certificates for such Original Notes for transfer,
and to transfer the Original Notes on the books of the Company and (iii) receive
for the account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Original Notes, all in accordance with the terms
and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY
OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL
NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ANY OBLIGATIONS IT
MAY HAVE UNDER THE REGISTRATION AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES
TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name and address of the registered holder of the Original Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Original Notes. The
Certificate numbers and the aggregate principal amount of Original Notes that
the undersigned wishes to tender should be indicated in the appropriate boxes
above.
If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates of such non-exchanged
or untendered Original Notes will be returned (or, in the case of Original Notes
tendered by book-entry transfer, such Original Notes will be credited to an
account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant to any
one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions herein will, upon the
Company's acceptance for exchange of such tendered Original Notes, constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under certain circumstances set forth in the Prospectus, the Company may
not be required to accept for exchange any of the Original Notes tendered
hereby.
5
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name of the undersigned or, in the case of a book-entry transfer
of Original Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificates representing
Original Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Original Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions" below, the undersigned
hereby directs that the Exchange Notes be delivered to the undersigned at the
address shown below the undersigned's signature.
BY TENDERING ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE COMPANY WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES
ACT, (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING
ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN
THE EXCHANGE OFFER AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES. BY TENDERING
ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF
TRANSMITTAL, A HOLDER OF ORIGINAL NOTES WHICH IS A BROKER-DEALER THAT WILL
RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR ORIGINAL NOTES
REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY
THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE
COMMISSION TO THIRD PARTIES, THAT (A) SUCH ORIGINAL NOTES HELD BY THE BROKER-
DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH ORIGINAL NOTES WERE ACQUIRED BY
SUCH BROKER-DEALER AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND IT WILL DELIVER A PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH
ANY RESALE OF SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE COMPANY AGREES THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION
AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER IN CONNECTION WITH RESALES OF
EXCHANGE NOTES RECEIVED IN EXCHANGE FOR ORIGINAL NOTES, WHERE SUCH ORIGINAL
NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD
ENDING ON THE CLOSE OF BUSINESS ON THE FIRST ANNIVERSARY FOLLOWING THE
EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES
DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH EXCHANGE NOTES HAVE
BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. ANY PERSON, INCLUDING ANY
PARTICIPATING BROKER-DEALER, WHO IS AN AFFILIATE MAY NOT RELY ON SUCH
INTERPRETIVE LETTERS AND MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE
TRANSACTION. IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER WHO ACQUIRED
ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR
OTHER TRADING ACTIVITIES, BY TENDERING SUCH ORIGINAL 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 THE LIGHT OF THE
6
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF
CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION 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.
Holders of Original Notes whose Original Notes are accepted for exchange
will not receive accumulated Distributions on such Original Notes for any period
from and after the last Distribution Date to which Distributions have been paid
on such Original Notes prior to the original issue date of the Exchange Notes
or, if no such Distributions have been paid, will not receive any accumulated
Distributions on such Original Notes, and the undersigned hereby waives the
right to receive any Distributions on such Original Notes accumulated from and
after such Distribution Date or, if no such Distributions have been paid or duly
provided for, from and after , 1998.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.
7
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by the registered holder exactly as name appears on
Certificates for the Original Notes hereby tendered or on a security position
listing, or by any person authorized to become the registered holder by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the Company
or the Exchange Agent to comply with the restrictions on transfer applicable to
the Original Notes). If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary capacity or representative capacity, please set forth the signer's
full title. See Instruction 5.
---------------------------------------------------------------
(SIGNATURE OF HOLDER)
Date:
- ------------------------------------, 1998
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE
(SEE INSTRUCTIONS 2 AND 5):
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Date:
- ------------------------------------, 1998
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes and/or any Original Notes that are
not tendered are to be issued in the name of someone other than the registered
holder of the Original Notes whose name appears above.
Issue
[ ] Exchange Notes:
[ ] Original Notes not tendered to:
Name:
------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------
------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
------------------------------------------------------
Taxpayer Identification
or social Security Number:
------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes and/or any Original Notes that are
not tendered are to be sent to someone other than the registered holder of the
Original Notes whose name appears above, or to such registered holder at an
address other than that shown above.
Mail:
[ ] Exchange Notes:
[ ] Original Notes not tendered to:
Name:
------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------
------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
------------------------------------------------------
Taxpayer Identification
or Social Security Number:
------------------------------------------------------
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. BOOK-ENTRY TRANSFER; DELIVERY OF LETTER OF TRANSMITTAL AND
CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. The tender to the Company of
Original Notes by a holder thereof pursuant to any one of the procedures set
forth below will constitute an agreement between such holder and the Company in
accordance with the terms and subject to the conditions set forth herein and in
the Prospectus.
Only a registered holder of Original Notes may tender in the Exchange
Offer. To tender in the Exchange Offer, a holder must complete, sign and date
this Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by this Letter of Transmittal, and mail or otherwise
deliver this Letter of Transmittal, or a facsimile thereof, together with any
other required documents, to the Exchange Agent prior to the Expiration Date. In
addition, (i) Certificates for such Original Notes must be received by the
Exchange Agent along with the Letter of Transmittal, (ii) a timely confirmation
of a book-entry transfer of such Original Notes, if such procedure is available,
into the Exchange Agent's account at DTC pursuant to the procedure for
book-entry transfer, described in the Prospectus at "The Exchange
Offer -- Book-Entry Transfer," must be received by the Exchange Agent prior to
the Expiration Date or (iii) the holder must comply with the guaranteed delivery
procedures described in the Prospectus at "The Exchange Offer -- Guaranteed
Delivery Procedures."
Holders who wish to tender their Original Notes (i) whose Certificates and
are not immediately available, (ii) who cannot deliver their Certificates and
all other required documents to the Exchange Agent on or prior to the Expiration
Date or (iii) who cannot complete the procedures for book-entry transfer on or
prior to the Expiration Date, must tender their Original Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus.
The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange Agent
on or prior to the Expiration Date, and must include a guarantee by an Eligible
Institution in the form set forth in such notice. For Original Notes to be
properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein and in the Prospectus, "Eligible Institution" means a firm
or other entity identified in Rule 17Ad-15 under the Exchange Act as an
"eligible guarantor institution."
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED OR, IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY ON OR
PRIOR TO THE EXPIRATION DATE.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by book-entry transfer or execution of a Letter
of Transmittal (or facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in
DTC whose name appears on a security position listing as the owner of
the Original Notes) of Original Notes tendered herewith, unless such
holder has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions"
above; or
(ii) such Original Notes are tendered for the account of a firm that is an
Eligible Institution. In all other cases, an Eligible Institution must
guarantee the signature on this Letter of Transmittal. See Instruction
5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Original Notes Tendered" is inadequate, the Certificate numbers
and/or principal amount of Original Notes and any other
10
required information should be listed on a separate signed schedule which is
attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes will
be accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If less than all the Original Notes evidenced by any
Certificate submitted are to be tendered, fill in the Principal Amount of
Original Notes which are to be tendered in the box entitled "Principal Amount of
Original Notes Tendered (If Less than All are Tendered)." In such case, a new
Certificate for the remainder of the Original Notes that were evidenced by your
old Certificate will be sent to the holder of the Original Notes, promptly after
the Expiration Date unless the appropriate boxes on this Letter of Transmittal
are completed. All Original Notes represented by Certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time on or prior to the Expiration Date, unless previously
accepted for exchange. See "The Exchange Offer -- Withdrawal Rights."
To withdraw a tender of Original Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date and prior to
acceptance for exchange thereof by the Company. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Original Notes to
be withdrawn (the "Depositor"), (ii) identify the Original Notes to be withdrawn
(including, if applicable, the registration number or numbers and total
principal amount of such Original Notes), (iii) be signed by the Depositor in
the same manner as the original signature on the Letter of Transmittal by which
such Original Notes were tendered (including any required signature guarantees)
or be accompanied by documents of transfer sufficient to permit the Trustee with
respect to the Original Notes to register the transfer of such Original Notes
into the name of the Depositor withdrawing the tender, (iv) specify the name in
which any such Original Notes are to be registered, if different from that of
the Depositor and (v) if applicable because the Original Notes have been
tendered pursuant to the book-entry procedures, specify the name and number of
the participant's account at DTC to be credited, if different than that of the
Depositor.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Original Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Original Notes so withdrawn are validly retendered. Any Original Notes which
have been tendered but which are not accepted for exchange will be returned to
the holder thereof without cost to such holder as soon as practicable after
withdrawal, rejection or termination of the Exchange Offer. Properly withdrawn
Original Notes may be retendered by following one of the procedures described in
the Prospectus, "The Exchange Offer -- Procedures for Tendering," at any time
prior to the Expiration Date.
Neither the Company, any affiliates or assigns of the Company, the Exchange
Agent nor any other person shall not be under any duty to give any notification
of any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Original Notes which have been
tendered but which are withdrawn on or prior to the Expiration Date will be
returned to the holder thereof without cost to such holder promptly after
withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the record holder(s) of the Original
Notes tendered thereby, the signature must correspond with the name(s) written
on the face of the Original Notes without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal is signed by a participant in DTC, the
signature must correspond with the name as it appears on the security position
listing as the holder of the Original Notes.
If this Letter of Transmittal is signed by a person other than the
registered holder of the Original Notes listed therein, such Original Notes must
be endorsed or accompanied by appropriate bond powers which authorize such
person to tender the Original Notes on behalf of the registered holder, in
either case signed as the name of the registered holder or holders appears on
the Original Notes.
11
If this Letter of Transmittal or any Original Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Original
Notes tendered pursuant thereto are tendered (i) by a registered holder who has
not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the account of
an Eligible Institution. In the even that signatures on a Letter of Transmittal
or a notice of withdrawal, as the case may be, are required to be guaranteed,
such guarantee must be by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or another "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to
be issued in the name of a person other than the registered holder, or if
Exchange Notes are to be sent to someone other than the registered holder or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Certificates for Original Notes not exchanged
will be returned by mail or, if tendered by book-entry transfer, by crediting
the account indicated above maintained at DTC unless the appropriate boxes on
this Letter of Transmittal are completed. See Instruction 5.
7. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of the tendered Original
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 Original Notes not properly tendered or any Original Notes
the Company's acceptance of which would, in the opinion of the Company or its
counsel, be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Exchange Offer or any defect or irregularity in tender
of any Original Notes. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Original Notes must be cured within
such time as the Company shall determine. Neither the Company, the Exchange
Agent nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of Original Notes or incur any
liability for failure to give such notification. Tenders of Original Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Original 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. See the Prospectus, "The Exchange
Offer -- Procedures for Tendering."
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and this
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Original Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on the Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to Original Notes
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
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, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments
12
made prior to the time a properly certified TIN is provided to the Exchange
Agent. The Exchange Agent will retain such amounts withheld during the 60 day
period following the date of the Substitute Form W-9. If the holder furnishes
the Exchange Agent with its TIN within 60 days after the date of the Substitute
Form W-9, the amounts retained during the 60 day period will be remitted to the
holder and no further amounts shall be retained or withheld from payments made
to the holder thereafter. If, however, the holder has not provided the Exchange
Agent with its TIN within such 60 day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, 31% of all payments made
thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Original Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Original Notes. If the Original Notes are registered in
more than one name or are 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.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. 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.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificates
representing Original Notes have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the Certificates. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificates have been
followed.
11. SECURITY TRANSFER TAXES. Holders who tender their Original Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Original Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original Notes in connection with the Exchange Offer, then
the amount of any such transfer tax (whether imposed on the registered holder or
any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
13
TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(SEE INSTRUCTION 9)
- ---------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: LASALLE NATIONAL BANK
- ---------------------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN ON THE LINE AT RIGHT AND TIN:______________
CERTIFY BY SIGNING AND DATING BELOW Social Security Number
or
Employer
Identification Number
-------------------------------------------------------------------------------------------
PART 2--CERTIFICATION--Under the penalties of perjury, I certify that:
-------------------------------------------------------------------------------------------
SUBSTITUTE (1) The number shown on this form is my correct PART 3--Awaiting Tin [ ]
Identification Number (TIN) Taxpayer Identification Number
FORM W-9 (or I am waiting for a number to be issued to me) and
DEPARTMENT OF THE TREASURY (2) I am not subject to backup withholding either because:
INTERNAL REVENUE SERVICE (a) I am exempt from backup withholding, or (b) I have not
PAYOR'S REQUEST FOR TAXPAYER been notified by the Internal Revenue Service (the
IDENTIFICATION NUMBER ("TIN") "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.
CERTIFICATION INSTRUCTIONS -- You must cross Part 3 -- out
item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because
under reporting Awaiting TIN [ ] 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 that you are no
longer subject to backup withholding, do not cross out
such item (2).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT
TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- ---------------------------------------------------------------------------------------------------------------------------
Signature ____________________________________________________________________________________ Date ______________________
Name (Please Print) ______________________________________________________________________________________________________
Address (Please Print) ___________________________________________________________________________________________________
- ---------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID 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 2 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 (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature ___________________________________________ Date ____________________
Name (Please Print) ___________________________________________________________
Address (Please Print) ________________________________________________________