EXHIBIT 99.1
LETTER OF TRANSMITTAL
AMTRAN, INC.
Offer for all Outstanding
10 1/2% Senior Notes due 2004
in Exchange for
10 1/2% Senior Exchange Notes due 2004
Pursuant to the Prospectus, dated February 4, 2000
THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON MARCH 7,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery To: First Security Bank, N.A., Exchange Agent
By Mail or Overnight Facsimile Transmission By Mail, Overnight Courier or By Hand
Courier Number
First Security Bank, N.A. (801) 246-5053 ChaseMellon Shareholder
Corporate Trust Services (For Eligible Services, L.L.C.
79 South Main Street Institutions Only) 120 Broadway
Salt Lake City, UT 84111 13th Floor
Attention: Mr. Larry Montgomery Confirm by Telephone New York, NY 10274
Personal and Confidential
(801) 246-5822
(If by Mail, Registered or
Certified Mail Recommended)
Delivery of this instrument to an address other than as set forth above, or
transmission of instruction via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated February 4, 2000 (the "Prospectus"), of Amtran, Inc., an
Indiana corporation (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $75,000,000 of its
10 1/2% Senior Exchange Notes due 2004 (the "Exchange Notes"), for a like
principal amount of its issued and outstanding 10 1/2% Senior Notes due 2004
(the "Outstanding Notes") with the holders thereof.
For each Outstanding Note accepted for exchange, the holder of such
Outstanding Note will receive an Exchange Note having a principal amount equal
to that of the surrendered Outstanding Note. The Exchange Notes will bear
interest from the most recent interest payment date or if no interest has been
paid, from December 21, 1999, payable semiannually on February 1 and August 1
of each year commencing on August 1, 2000, at the rate of 10 1/2% per annum.
Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange
will be deemed to have waived the right to receive any payment in respect of
interest on the Outstanding Notes accrued from July 24, 1997 until the date of
the issuance of the Exchange Notes. Consequently, holders who tender their
Outstanding Notes for Exchange Notes will receive the same interest payment on
August 1, 2000 (the first interest payment date with respect to the
Outstanding Notes and the Exchange Notes) that they would have received had
they not accepted the Exchange Offer.
This Letter is to be completed by a holder of Outstanding Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Outstanding Notes, if available, 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--Book-Entry Transfer" section of the Prospectus and an Agent's
Message is not delivered. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter. The term "Agent's
Message" means a message, transmitted by the Book-Entry Transfer Facility to
and received by the Exchange Agent and forming a part of a Book-Entry
Confirmation (as defined below), which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received
and agrees to be bound by, and makes the representations and warranties
contained in, this Letter and that the Company may enforce this Letter against
such participant. Holders of Outstanding Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Outstanding Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (the "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 Outstanding Notes
according to 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.
2
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
3
List below the Outstanding Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding Notes should be listed on a separate signed schedule affixed
hereto.
____________________________________________________________________________________________________
DESCRIPTION OF OUTSTANDING NOTES
____________________________________________________________________________________________________
1 2 3
____________________________________________________________________________________________________
Aggregate
Principal
Amount of Principal
Name(s) and Address(es) of Registered Holder(s) Certificate Outstanding Amount
(Please fill in, if blank) Number(s)* Note(s) Tendered
____________________________________________________________________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
Total
____________________________________________________________________________________________________
* Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL
of the Outstanding Notes represented by the Outstanding Notes indicated in column 2.
See Instruction 2. Outstanding Notes tendered hereby must be in denominations of
principal amount of US$1,000 and any integral multiple thereof. See Instruction 1.
__ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_____________________________________________
Account Number_____________ Transaction Code Name________________________
By crediting the Outstanding Notes to the Exchange Agent's account at the
Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated message (an
"Agent's Message") in which the holder of the Outstanding Notes acknowledges
and agrees to be bound by the terms of, and makes the representations and
warranties contained in, this Letter, the participant in the Book-Entry
Transfer Facility confirms on behalf of itself and the beneficial owners of
such Outstanding Notes all provisions of this Letter (including all
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter to the Exchange Agent.
__ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Institution which guaranteed delivery_____________________________
If Delivered by Book-Entry Transfer, Complete the Following::
Account Number________________ Transaction Code Name_____________________
__ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ____________________________________________________________________
Address: ____________________________________________________________________
____________________________________________________________________
4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of and sent to someone other
than the person or persons whose signature(s) appear(s) on this Letter above, or
if Outstanding Notes delivered by book-entry transfer which are not accepted for
exchange are to be returneed by credit to an account maintained at the
Book-Entry Transfer Facility other than the account indicated above.
Issue: Exchange Notes and/or Outstanding Notes to:
Name(s)_________________________________________________________
(Please Type or Print)
________________________________________________________________
(Please Type or Print)
Address_________________________________________________________
________________________________________________________________
(Zip Code)
(Complete Substitute Form W-9)
__ Credit unexchanged Outstanding 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 Outstanding Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person or
persons whose signature(s) appear(s) on this letter above or to such person
or persons at an address other than shown in the box entitled "Description of
Outstanding Notes" on this Letter above.
Mail: Exchange Notes and/or Outstanding Notes to:
Name(s)_________________________________________________________
(Please Type or Print)
________________________________________________________________
(Please Type or Print)
Address_________________________________________________________
________________________________________________________________
(Zip Code)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OUTSTANDING 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 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)
Dated: , 2000
x _________________________________ ___________________________, 2000
x _________________________________ ___________________________, 2000
Signature(s) of Owner Date
Area Code and Telephone Number________________________________
If a holder is tendering any Outstanding Notes, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding Notes or by any person(s) authorized to become 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)
Capacity:_________________________________________________________________
Address:__________________________________________________________________
_______________________________________________________________
(Including Zip Code)
SIGNATURE OF GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:_____________________________________________________
(Authorized Signature)
_____________________________________________________________________________
(Title)
_____________________________________________________________________________
(Name and Firm)
Dated:_________________________________________________________________, 2000
6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all rights, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that 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 that any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither
the holder of such Outstanding Notes nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and that neither the holder of such
Outstanding 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
in reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission") that the Exchange Notes issued in exchange for
the Outstanding 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 such
Exchange Notes are acquired in the ordinary course of such holders' business
and such holders have no arrangements with any person to participate in the
distribution of such Exchange Notes. 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 Exchange Notes. If the undersigned
is a broker-dealer that will receive Exchange Notes for its own account in
exchange for Outstanding Notes, it represents that the Outstanding Notes to be
exchanged for the Exchange Notes were acquired by it 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 Exchange
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 deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding 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 Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Outstanding Notes, please credit the account indicated
above maintained at the Book-Entry Transfer Facility. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
below, please send the Exchange Notes (and, if applicable, substitute
certificates representing Outstanding Notes for any Outstanding Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Outstanding Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.
7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
for the 10 1/2% Senior Exchange Notes due 2004
in exchange for the 10 1/2% Senior Notes due 2004 of Amtran, Inc.
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.
This letter is to be completed by noteholders either if certificates are
to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus and an Agent's Message
is not delivered. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter of Transmittal. The term
"Agent's Message" means a message, transmitted by the Book-Entry Transfer
Facility to and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from the tendering participant, which
acknowledgment states that such participant has received and agrees to be
bound by, and makes the representations and warranties contained in, the
Letter of Transmittal and that the Company may enforce the Letter of
Transmittal against such participant. Certificates for all physically tendered
Outstanding Notes, or Book-Entry Confirmation, as the case may be, as well as
a properly completed and duly executed Letter (or manually signed facsimile
hereof or an Agent's Message in lieu thereof) and any other documents required
by this Letter, must be received by the Exchange Agent at the address set
forth herein or prior to the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below. Outstanding
Notes tendered hereby must be in denominations of principal amount of $1,000
and any integral multiple thereof.
Noteholders whose certificates for Outstanding 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 Outstanding 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, (ii) prior to Midnight, New York City time,
on the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed 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 Outstanding Notes, the certificate number of numbers of such
Outstanding Notes and the principal amount of Outstanding Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, together with a properly
completed and duly executed Letter (or a facsimile thereof or an Agent's
Message in lieu thereof), with any required signature guarantees and any other
documents required by the Letter will be deposited by the Eligible Institution
with the Exchange Agent, and (iii) the certificates for all physically
tendered Outstanding Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, together with a properly completed and duly
executed Letter (or a facsimile thereof or an Agent's Message in lieu thereof)
with any required signature guarantees and all other documents required by
this Letter, are received by the Exchange Agent within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Outstanding Notes and all
other required documents is at the election and risk of the tendering holders,
but the delivery will be deemed made only when actually received or confirmed
by the Exchange Agent. If Outstanding 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 midnight, New York City time,
on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (not applicable to noteholders who tender by book-entry
transfer).
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box
above entitled "Description of Outstanding Notes--Principal Amount Tendered."
A reissued certificate representing the balance of nontendered Outstanding
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
Outstanding 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 Outstanding
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificate without any change whatsoever.
8
If any tendered Outstanding Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Outstanding 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 certificate(s) must be guaranteed by an Eligible
Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administration, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person 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.
Endorsements on certificates for Outstanding 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 officer or correspondent in the United States (an
"Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Outstanding Notes are tendered: (i) by a registered
holder of Outstanding 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 Outstanding
Notes) who has not completed the box entitled "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 Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Outstanding 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. Noteholders tendering Outstanding Notes by book-entry
transfer may request that Outstanding Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such noteholder may
designate hereon. If no such instructions are given, such Outstanding Notes
not exchanged will be returned to the name or address of the person signing
this Letter.
5. Tax Identification Number.
U.S. Federal income tax law generally requires that a tendering holder
whose Outstanding 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 an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of Exchange
Notes 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 Outstanding 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 Outstanding Notes
must provide its 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, or
(ii) the holder has not been notified by
9
the Internal Revenue Service that such holder is subject to 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 Outstanding 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
Outstanding 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 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 2 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 Outstanding Notes to it or its order pursuant to the Exchange
Offer. If however, Exchange Notes and/or substitute Outstanding Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Outstanding Notes
tendered hereby, or if tendered Outstanding 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 Outstanding 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 will not be necessary for
transfer tax stamps to be affixed to the Outstanding 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 tendering holders of Outstanding Notes, by execution of this
Letter or an Agent's Message in lieu thereof, shall waive any right to receive
notice of the acceptance of their Outstanding Notes for exchange.
9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any holder whose Outstanding 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.
10
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: [ ]
SUBSTITUTE PART 1 - PLEASE PROVIDE TIN:__________________
Form W-9 THE TAXPAYER IDENTIFICATION Social Security
Department of the Treasury NUMBER ("TIN") OF THE Number of Employer
Internal Revenue Service PERSON SUBMITTING THIS Identification
LETTER OF TRANSMITTAL IN Number
Payor's Request for THE BOX AT RIGHT AND
Taxpayer CERTIFY BY SIGNING AND
Identification Number DATING BELOW
("TIN") and
Certification
PART 2 - TIN Applied For __
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, or (b) I have not been notified
by the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or (c) the IRS has notified me
that I am no longer subject to backup
withholding, and
(3) 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 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 (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