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EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
SpinCycle, Inc. Offer to Exchange its Registered 12-3/4% Senior Discount Notes
due 2005 for any and all of its Outstanding 12-3/4% Senior Discount Notes due
2005 Pursuant to the Prospectus, dated ______________ , 1998.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON
_______________ , 1998 , UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN DAYLIGHT TIME, ON THE EXPIRATION DATE.
Deliver to the Exchange Agent: Norwest Bank Minnesota, National Association
By Registered or Certified Mail:
P.O. Box 1517
Minneapolis, Minnesota 55480-1517
Attention: Corporate Trust Operations
By Hand:
Northstar East Building
608 2nd Ave. S.
12th Floor
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services
By Overnight Courier:
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Operations
By Facsimile (for Eligible Institutions Only):
(612) 667-4927
Attention: Corporate Trust Services
Confirm by Telephone: (612) 667-9764
Delivery of this Letter of Transmittal to an address other
than as set forth above, or transmission of instructions via a facsimile number
other than the one listed above will not constitute a valid delivery. The
instructions accompanying this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
The undersigned acknowledges that he or she has received the
Prospectus, dated ______, 1998 (the "Prospectus"), of SpinCycle, Inc., a
Delaware corporation (the "Company"), and this Letter of Transmittal (this
"Letter" or "Letter of Transmittal") which, together with the Prospectus,
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount at maturity of $144,990,000 of 12-3/4% Senior Discount Notes
Due 2005 (the "New Notes") which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement
of which the Prospectus is a part, for an equal principal amount at maturity of
the Company's outstanding 12-3/4% Senior Discount Notes Due 2005 (the "Old
Notes"). Capitalized terms not defined in this letter shall have the meanings
ascribed to them in the Prospectus.
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For each Old Note accepted for exchange, the holder of such
Old Note will receive a New Note having a principal amount at maturity equal to
that of the surrendered Old Note. The Company reserves the right, at anytime or
from time to time, to extend the Exchange Offer at its discretion, in which
event the term "Expiration Date" shall mean the latest time and date to which
the Exchange Offer is extended. In order to extend the Expiration Date, the
Company will notify the Exchange Agent of any extension by oral or written
notice and will mail to the record holders of Old Notes an announcement thereof,
each prior to 9:00 a.m., Eastern Daylight Time, on the next business day after
the previously scheduled Expiration Date. Such announcement may state that the
Company is extending the Exchange Offer for a specified period of time.
This Letter is to be completed by holders of Old Notes if (i)
certificates of the Old Notes are to be forwarded herewith or (ii) delivery of
Old Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer" section
of the Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Notes in accordance with the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
The undersigned has completed the appropriate boxes below and
signed 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.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE
PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST
BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
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List below the Old Notes to which this Letter relates. If the
space below is inadequate, the certificate numbers and principal amount of Old
Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
(Please fill in if blank)
AGGREGATE PRINCIPAL
AMOUNT REPRESENTED BY
NAME(S) AND ADDRESS(ES) CERTIFICATE NUMBER(S) (1) CERTIFICATE(S) PRINCIPAL AMOUNT TENDERED (2)
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(1) Need not be completed if Old Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated in this column, a holder will be deemed to
have tendered ALL of the Old Notes represented by the Old Notes
indicated in the column titled "Principal Amount Tendered." See
Instruction 2. Old Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof. See
Instruction 1.
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/ / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / 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
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/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH
AND COMPLETE THE FOLLOWING (For use by Eligible Institutions
Only):
Name(s) of Registered Old Note Holder(s) _______________________________________
Window Ticket Number (if any)___________________________________________________
Date of Execution of Note of Guaranteed Delivery _______________________________
Name of Institution which guaranteed delivery __________________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number __________________
Transaction Code Number ___________________________
/ / 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:
Name: __________________________________
Address: __________________________________
__________________________________
__________________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
Upon the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all rights, title and interest in and to the Old Notes tendered
hereby.
The undersigned hereby represents and warrants that (i) the
undersigned is the owner of the Old Notes tendered hereby, (ii) the undersigned
has full power and authority to tender, exchange, sell, assign and transfer the
Old Notes tendered hereby and (iii) the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents to the Company that
(i) any New Notes acquired in exchange for Old Notes tendered hereby will have
been acquired in the ordinary course of business of the undersigned or such
other person receiving such New Notes, (ii) neither the holder of such Old Notes
nor any such other person is engaged in, or intends to engage in a distribution
of such New Notes, or has an arrangement or understanding with any person to
participate in the distribution of such New Notes, and (iii) neither the holder
of such Old Notes nor any such other person is an "affiliate," as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of
the Company.
The undersigned also acknowledges that this Exchange Offer is
being made by the Company based upon the Company's understanding of an
interpretation by the staff of the Securities and Exchange Commission (the
"Commission") as set forth in no-action letters issued to third parties, 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 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: (1) such holders are not affiliates of the Company within the meaning of
Rule 405 under the Securities Act; (2) such New Notes are acquired in the
ordinary course of such holders' business; and (3) such holders are not engaged
in, and do not intend to engage in, a distribution of such New Notes and have no
arrangement or understanding with any person to participate in the distribution
of such New Notes. However, the staff of the Commission has not considered the
Exchange Offer in the context of a no-action letter and there can be no
assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer as in other circumstances. If a holder of Old
Notes is an affiliate of the Company, or is engaged in or intends to engage in a
distribution of the New Notes or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such holder could not rely on the applicable interpretations of
the staff of the Commission and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction. If the undersigned is a broker-dealer holding Old Notes
acquired for its own account as a result of
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market-making activities or other trading activities, such holder acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of New Notes exchanged for such Old Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned will, upon request, execute and deliver any
additional documents which the Company deem necessary or desirable to complete
the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box titled "Special
Issuance Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box titled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box titled
"Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX TITLED "DESCRIPTION OF
OLD NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not
exchanged and/or New Notes are to be issued in the name of and sent to someone
other than the person(s) whose signature(s) appear(s) on this Letter above, or
if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue New Notes and/or Old Notes to:
Name(s): _______________________________
(Please Type or Print)
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Address: _______________________________
_______________________________
_______________________________
(Including Zip Code)
Name(s): _______________________________
(Please Type or Print)
Address: _______________________________
_______________________________
_______________________________
(Including Zip Code)
(Complete accompanying Substitute Form W-9)*
Credit unexchanged Old Notes delivered by book-entry transfer
to the Book-Entry Transfer Facility account set forth below.
Book-Entry Transfer Facility Account Number, (if applicable) ___________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not
exchanged and/or New Notes are to be sent to someone other than the person(s)
whose signature(s) appear(s) on this Letter above, or to such person(s) at an
address other than shown in the box entitled "Description of Old Notes" on this
Letter above.
Mail New Notes and/or Old Notes to:
Name(s): _______________________________
(Please Type or Print)
Address: _______________________________
_______________________________
_______________________________
(Including Zip Code)
Name(s): _______________________________
(Please Type or Print)
Address: _______________________________
_______________________________
_______________________________
(Including Zip Code)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., EASTERN DAYLIGHT TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9 on reverse side)
_________________________________ _________________________
(Signature of Owner) (Date)
Area Code and Telephone Number:__________________________
If a holder is tendering any Old Notes, this Letter of
Transmittal must be signed by the registered holder(s) as the name(s) appear(s)
on the certificate(s) for the Old Notes or by a person(s) authorized to become a
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s): ________________________________
(Please Type or Print)
________________________________
(Please Type or Print)
Capacity: ________________________________
Address: ________________________________
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________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed
by an Eligible Institution: ____________________________________
(Authorized Signature)
____________________________________
(Title)
____________________________________
(Name of Firm)
Dated: ____________, 1998
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
Forming Part of the Terms and Conditions of the Offer to
Exchange Registered 12-3/4% Senior Discount Notes Due 2005 for any and all
Outstanding 12-3/4% Senior Discount Notes Due 2005 of SpinCycle, Inc.
1. Delivery of this Letter and Old Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by holders of Old Notes either
if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof.
Holders of Old Notes whose certificates for Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or 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 Old Notes and the amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within five business
days after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Notes, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Old Notes, in proper form
for transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange Agent within
five business days after the date of execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter, the Old Notes and all
other required documents is at the election and risk of tendering holders, but
the delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing
be made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., Eastern Daylight Time, on the Expiration
Date.
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See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (not applicable to holders of Old Notes who tender by
book-entry transfer).
If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box above titled
"Description of Old Notes--Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Notes will be sent to such tendering
holder, unless otherwise provided in the appropriate box on this Letter,
promptly after the Expiration Date. All of the Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter 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 certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more
joint owners, all such owners must sign this Letter.
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 copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificates must be
guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered
holder of any certificates specified herein, such certificates must be endorsed
or accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorney-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
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Endorsements on certificates for Old Notes or signatures on
bond powers required by this Instruction 3 must be guaranteed by a firm which is
a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States (an
"Eligible Institution").
Signatures on this Letter need not be guaranteed by an
Eligible Institution, provided the Old Notes are tendered: (i) by a registered
holder of Old Notes (which term, for purposes of the Exchange Offer, includes
any participant in the Book-Entry Transfer Facility system whose name appears on
a security position listing as the holder of such Old Notes) tendered who has
not completed the box titled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders of Old Notes should indicate in the
applicable box the name and address to which New Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such holder of Old Notes may designate
hereon. If no such instructions are given, such Old Notes not exchanged will be
returned to the name and address of the person signing this Letter.
5. Tax Identification Number.
Federal income tax law generally requires that a tendering
holder whose Old Notes are accepted for exchange must provide the Company (as
payor) with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which, in the case of a tendering holder who is an
individual, is his or her social security number. If the Company is not provided
with the current TIN or an adequate basis for as exemption, such tendering
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, delivery of New Notes to such tendering holder may be subject to
backup withholding in an amount equal to 31% of all reportable payments made
after the exchange. If withholding results in an overpayment of taxes, a refund
may be obtained.
Exempt holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Old
Notes must provide its
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correct TIN by completing the "Substitute Form W-9" set forth below, certifying
that the TIN provided is correct (or that such holder is awaiting a TIN) and
that (i) the holder is exempt from backup withholding, (ii) the holder has not
been notified by the Internal Revenue Service that such holder is subject to a
backup withholding as a result of a failure to report all interest or dividends
or (iii) the Internal Revenue Service has notified the holder that such holder
is no longer subject to backup withholding. If the tendering holder of Old Notes
is a nonresident, alien or foreign entity not subject to backup withholding,
such holder must give the Company a completed Form W-8, Certificate of Foreign
Status. These forms may be obtained from the Exchange Agent. If the Old Notes
are in more than one name or are not in the name of the actual owner, such
holder should consult the W-9 Guidelines for information on which TIN to report.
If such holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, check the box in Part 1 of
the Substitute Form W-9 and write "applied for" in lieu of its TIN.
Note: / / Checking this box and writing "applied for" on the form means
that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such
holder does not provide its TIN to the Company within 60 days,
backup withholding will begin and continue until such holder
furnishes its TIN to the Company.
6. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to
the transfer of Old Notes to Old Notes not exchanged are to be delivered to, or
are to be registered or issued in the Note or its order pursuant to the Exchange
Offer. If, however, New Notes and/or substitute name of, any person other than
the registered holder of the Old Notes tendered hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the transfer
of Old Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered holder or
any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 6, it not be necessary
for transfer tax stamps to be affixed to the Old Notes specified in this Letter.
7. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders
will be accepted. All tending
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holders of Old Notes, by execution of this Letter, shall waive any right to
receive notice of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person
is obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
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SUBSTITUTE FORM W-9
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
Substitute Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number and Certification
PAYOR'S NAME: SPINCYCLE, INC.
PART 1-TAXPAYER IDENTIFICATION NUMBER ("TIN")
PLEASE PROVIDE YOUR TIN AND
CERTIFY BY SIGNING AND DATING BELOW.
Social Security Number or
Employer Identification Number _____________________________
IF NO TIN, PLEASE CHECK THE BOX TO THE RIGHT: / /
SIGNATURE ________________________________
DATE ____________________
PART 2-CERTIFICATION
UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding either because: (a)
I am exempt from backup withholding, (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 interests or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding; and
(3) any other information provided on this form is true and
correct.
SIGNATURE ________________________________
DATE ____________________
You must cross out item (2) of the above certification if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting of interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 1 OF SUBSTITUTE FORM W-9
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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 by the time
of the exchange, 31 percent of all reportable payments made to me thereafter
will be withheld until I provide a number.
SIGNATURE ______________________________
DATE _____________________
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
- - --Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification number have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
Give the SOCIAL
For this type of account SECURITY number of --
1. Individual The Individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first individual
on the account (1/)
3. Custodian account of The minor (2/)
a minor (Uniform
Gift to Minors Act)
4. a. The usual revocable The actual owner (1/)
savings trust
account (grantor is
also trustee)
b. So-called trust
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The Owner (3/)
account
6. A valid trust, estate, Legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title.) (4/)
Give the EMPLOYER
IDENTIFICATION
For this type of account number of --
7. Corporate The corporation
8. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
9. Partnership The partnership
10. A broker or registered The Broker or nominee
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 person) that
receives agricultural
program payments
- - ----------
(1/) List first and circle the name of the person whose number you
furnish.
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(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 EIN.
(4/) List first and circle the name of the legal trust, estate, or
pension trust.
Note: If no name is circled when there is more than one name, the
number will be considered to be that of the first name issued.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application or a Social Security Number Card, or Form
SS-4, Application for Employer identification Number, at the local office of
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on most payments
include the following:
- - - A corporation
- - - A financial institution
- - - An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended ("I.R.C."), or, an individual
retirement plan.
- - - The United States or any agency or instrumentality thereof.
- - - A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- - - A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- - - An international organization or any agency, or instrumentality
thereof.
- - - A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
- - - A real estate investment trust.
- - - A common trust fund operated by a bank under I.R.C. Section 584(a).
- - - An exempt charitable remainder trust, or a non-exempt trust described
in section I.R.C. 4947(a)(1).
- - - An entity registered at all times under the Investment Company Act of
1940. A foreign central bank of issue.
Payment of dividends and patronage dividends not generally subject to
backup withholding include the following:
- - - Payments to nonresident aliens subject to withholding under I.R.C.
Section 1441.
- - - Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- - - Payments of patronage dividends where the amount received is not paid
in money.
- - - Payments made by certain foreign organizations.
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Payments of interest not generally subject to backup withholding
include the following:
- - - Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- - - Payments of tax-exempt interest (including exempt interest dividends
under I.R.C. Section 852).
- - - Payments described in I.R.C. Section 6049(b)(5) to nonresident aliens.
- - - Payments on tax free covenant bonds under I.R.C. Section 1451.
- - - Payments made by certain foreign organizations.
Exempt payee described above should file Form W-9 to avoid possible erroneous
backups withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT", ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage
dividends that are not subject to information reporting are also not-subject to
backup withholding. For details, see the regulations under I.R.C. Sections 6041,
6041A(a), 6045 and 6050A.
PENALTIES
FAILURE TO FURNISH TIN. - -If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - -If
you make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. - -Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS. - -If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
PRIVACY ACT NOTICE. - -I.R.C. Section 6109 requires you to furnish your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of-debt,
or contributions you made to an IRA. The IRS uses the numbers for
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identification purposes and to help verify the accuracy of our tax return. You
must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a TIN to a payer. Certain
penalties may also apply.
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