LETTER OF TRANSMITTAL
JONES APPAREL GROUP, INC.
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC. AND
NINE WEST GROUP INC.
OFFER TO EXCHANGE
7.50% SENIOR NOTES DUE 2004 AND
7.875% SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING 7.50% SENIOR NOTES DUE 2004 AND
7.875% SENIOR NOTES DUE 2006
PURSUANT TO THE PROSPECTUS, DATED [.............], 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[..............], 1999, UNLESS THE EXCHANGE OFFER IS EXTENDED.
TO: The First National Bank of Chicago (The "Exchange Agent")
By Mail, Overnight Mail or Hand Delivery before 4:30 p.m.:
The First National Bank of Chicago
153 West 51st Street, Suite 4015
5th Floor
New York, New York 10019
Attention: Corporate Trust Administration
By Facsimile:
(212) 373-1383
Attention: Corporate Trust Administration
For Information or Confirmation by Telephone:
(212) 373-1339
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the Prospectus,
dated September [ ], 1999 (the "Prospectus") of Jones Apparel Group, Inc., a
Pennsylvania corporation, Jones Apparel Group Holdings, Inc., a Delaware
corporation, Jones Apparel Group USA, Inc., a Pennsylvania corporation and
Nine West Group Inc., a Delaware corporation (collectively, the "Company"),
and this Letter of Transmittal and the instructions hereto (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of each of its 7.50% Senior Notes
due 2004 and 7.875% of Senior Notes due 2006 (the "Exchange Notes") the
offering of which has 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 each $1,000 principal amount of its outstanding
7.50% Senior Notes due 2004 and 7.875% Senior Notes due 2006 (the "Restricted
Notes"), of which $400,000,000 aggregate principal amount is outstanding, upon
the terms and subject to the conditions set forth in the Prospectus. The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on [ ], 1999,
unless the Company, in its sole discretion, extends the Exchange Offer, in
which case the term shall mean the latest date and time to which the Exchange
Offer is extended by the Company. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if either (1) certificates
representing Restricted Notes are to be physically delivered to the Exchange
Agent herewith by Holders (as defined below), (2) tender of Restricted Notes
is to be made by book-entry transfer to an account maintained by the Exchange
Agent at The Depository Trust Company ("DTC"), pursuant to the procedures set
forth in "Exchange Offer--Procedures for Tendering" in the Prospectus by
any financial institution that is a participant in DTC and whose name appears
on a security position listing as the owner of Restricted Notes or (3) tender
of Restricted Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "Exchange
Offer--Guaranteed Delivery Procedures." Delivery of this Letter of Transmittal
and any other required documents must be made to the Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name
Restricted Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder.
All Holders of Restricted Notes who wish to tender their Restricted Notes
must, prior to the Expiration Date: (1) complete, sign, and deliver this
Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in
person or to the address set forth above; and (2) tender (and not withdraw)
his or her Restricted Notes or, if a tender of Restricted Notes is to be made
by book-entry transfer to the account maintained by the Exchange Agent at DTC,
confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case
in accordance with the procedures for tendering described in the Instructions
to this Letter of Transmittal. Holders of Restricted Notes whose certificates
are not immediately available, or who are unable to deliver their certificates
or Book-Entry Confirmation and all other documents required by this Letter of
Transmittal to be delivered to the Exchange Agent on or prior to the
Expiration Date, must tender their Restricted Notes according to the
guaranteed delivery procedures set forth under the caption "Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Restricted Notes validly tendered and not
withdrawn and the issuance of the Exchange Notes will be made promptly
following the Expiration Date. For the purposes of the Exchange Offer, the
Company shall be deemed to have accepted for exchange validly tendered
Restricted Notes when, as and if the Company has given written notice thereof
to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
12.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR RESTRICTED
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH
ALL OF ITS TERMS.
2
List below the Restricted Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers
and Principal Amounts should be listed on a separate signed schedule, attached
hereto. The minimum permitted tender is $1,000 in principal amount of each of
the 6.25% Senior Notes due 2001. All other tenders must be in integral
multiples of $1,000.
BOX I
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DESCRIPTION OF 7.50% SENIOR NOTES DUE 2004 AND 7.875% SENIOR NOTES DUE 2006
- -------------------------------------------------------------------------------------------------------------
(A) (B)
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Aggregate Principal
Name(s) and Address(es) of Registered Holder(s)* Certificate Amount Tendered
(Please fill in, if blank) Number(s) (If Less Than All)**
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Total Principal
Amount of Restricted
Notes
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* Need not be completed by book-entry Holders.
** Need not be completed by Holders who wish to tender all Restricted Notes listed.
- -------------------------------------------------------------------------------------------------------------
3
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX II BOX III
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates To be completed ONLY if certificates
for Restricted Notes in a principal for Restricted Notes in a principal
amount not tendered or Exchange Notes amount not tendered, or Exchange Notes
issued in exchange for Restricted issued in exchange for Restricted
Notes accepted for exchange, are to Notes accepted for exchange, are to
be issued in the name of someone be delivered to someone other than
other than the undersigned than undersigned
Issue certificate(s) to: Deliver certificate(s) to:
Name: Name:
-------------------------------- --------------------------------
(Please Print) (Please Print)
- ------------------------------------- -------------------------------------
(Please Print) (Please Print)
Address: Address:
----------------------------- -----------------------------
- ------------------------------------- -------------------------------------
(Including Zip Code) (Including Zip Code)
- ------------------------------------- -------------------------------------
(Taxpayor Identification or Social (Taxpayor Identification or Social
Security Number) Security Number)
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATE(S) FOR RESTRICTED NOTES OR A CONFIRMATION OF BOOK-ENTRY
TRANSFER OF SUCH RESTRICTED NOTES AND ALL OTHER REQUIRED DOCUMENTS)
OR, IF GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A
NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
4
[ ] CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
------------------------------------------
[ ] The Depository Trust Company
Account Number
---------------------------------------------------------
Transaction Code Number
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Holders whose Restricted Notes are not immediately available or who
cannot deliver their Restricted Notes and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date may
tender their Restricted Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "Exchange
Offer--Guaranteed Delivery Procedures." (See Instruction 2.)
[ ] CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Tendering Holder(s)
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------
Name of Institution which Guaranteed Delivery
--------------------------
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 AMENDMENTS OR SUPPLEMENTS
THERETO:
Name:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents
that (1) it is acquiring the Exchange Notes in the ordinary course of its
business, (2) it has no arrangements or understanding with any person, nor
does it intend to engage in, a distribution (as that term is interpreted by
the SEC) of Exchange Notes and (3) it is not an affiliate (as that term is
interpreted by the SEC) of the Company. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for
Restricted Notes that were acquired as a result of market-making activities or
other trading activities, it 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.
5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Jones Apparel Group, Inc., Jones Apparel Group
Holdings, Inc., Jones Apparel Group USA Inc. and Nine West Group Inc.
(collectively, the "Company") the principal amount of Restricted Notes
indicated above.
Subject to and effective upon the acceptance for exchange of the
principal amount of Restricted Notes tendered hereby in accordance with this
Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the
Restricted Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company and as Trustee and Registrar under the Indenture for the Restricted
Notes and the Exchange Notes) with respect to the tendered Restricted Notes
with full power of substitution (such power of attorney being deemed an
irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (1) deliver certificates for such
Restricted Notes to the Company or transfer ownership of such Restricted Notes
on the account books maintained by DTC, together, in either such case, with
all accompanying evidences of transfer and authenticity to, or upon the order
of, the Company and (2) present such Restricted Notes for transfer on the
books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Restricted Notes, all in accordance
with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the Exchange Notes issued pursuant to the Exchange Offer in exchange for the
Restricted Notes may be offered for resale, resold and otherwise transferred
by holders thereof (other than a broker-dealer who purchased such Restricted
Notes directly from the Company for resale pursuant to Rule 144A, Regulation S
or any other available exemption under the Securities Act or a person 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
are not participating, do not intend to participate and have no arrangement or
understanding with any person to participate, in the distribution of such
Exchange Notes.
The undersigned agrees that acceptance of any tendered Restricted Notes
by the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange and Registration Rights Agreement (as defined in the Prospectus) and
that, upon the issuance of the Exchange Notes, the Company will have no
further obligations or liabilities thereunder (except in certain limited
circumstances).
The undersigned represents and warrants that (1) the Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving Exchange Notes (which shall be the
undersigned unless otherwise indicated in the box entitled "Special Delivery
Instructions" above) (the "Recipient"), (2) neither the undersigned nor the
Recipient (if different) is engaged in, intends to engage in or has any
arrangement or understanding with any person to participate in the
distribution (as that term is interpreted by the SEC) of such Exchange Notes,
and (3) neither the undersigned nor the Recipient (if different) is an
"affiliate" of the Company as defined in Rule 405 under the Securities Act.
If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired Restricted Notes for the undersigned's own account
as a result of market-making activities or other trading activities, (2)
represents that it has not entered into any arrangement or understanding with
the Company or any "affiliate" of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the Exchange Notes to be received in
the Exchange Offer and (3) acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act (for which purposes, the
delivery of the Prospectus, as the same may be hereafter supplemented or
amended, shall be sufficient) in connection with any resale of Exchange Notes
received in the Exchange Offer. Such a broker-dealer will not be deemed,
solely by reason of such acknowledgment and prospectus delivery, to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned understands and agrees that the Company reserves the
right not to accept tendered Restricted Notes from any tendering holder if the
Company determines, in its sole and absolute discretion, that such acceptance
could result in a violation of applicable securities laws.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Restricted Notes tendered hereby and to acquire Exchange Notes issuable upon
the exchange of such tendered Restricted Notes, and that, when the same are
accepted for exchange, the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
6
and not subject to any adverse claim. The undersigned also warrants that it
will, upon request, execute and deliver any additional documents deemed to be
necessary or desirable by the Exchange Agent or the Company in order to
complete the exchange, assignment and transfer of tendered Restricted Notes or
transfer of ownership of such Restricted Notes on the account books maintained
by a book-entry transfer facility.
The undersigned understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Restricted
Notes that remain outstanding subsequent to the Expiration Date or, as set
forth in the Prospectus under the caption "Exchange Offer--Procedures for
Tendering," to terminate the Exchange Offer and, to the extent permitted by
applicable law, purchase Restricted Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or
offers could differ from the terms of the Exchange Offer.
The undersigned understands that the Company may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate. For
purposes of the Exchange Offer, the Company shall be deemed to have accepted
validly tendered Restricted Notes when, as and if the Company has given oral
(which shall be confirmed in writing) or written notice thereof to the
Exchange Agent.
The undersigned understands that the first interest payment following the
Expiration Date will include unpaid interest on the Restricted Notes accrued
through the date of issuance of the Exchange Notes.
The undersigned understands that tenders of Restricted Notes pursuant to
the procedures described under the caption "Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned, the Company and the Exchange Agent
in accordance with the terms and subject to the conditions of the Exchange
Offer.
If any tendered Restricted Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Restricted Notes will be returned (except as noted below with respect to
tenders through DTC), at the Company's cost and expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" as promptly as practicable after the
Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of the happening of any event
that makes any statement in the Prospectus untrue in any material respect or
that requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of 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 such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the Exchange Notes issued in
exchange for the Restricted Notes accepted for exchange and return any
certificates for Restricted Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in either such event in the case of Restricted
Notes tendered by DTC, by credit to the account at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please send the
certificates representing the Exchange Notes issued in exchange for the
Restricted Notes accepted for exchange and any certificates for Restricted
Notes not tendered or not exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s), unless, in either event, tender is being made through DTC. In
the event that both "Special Registration Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange Notes issued in exchange for the Restricted Notes accepted for
exchange in the name(s) of, and return any certificates for Restricted Notes
not tendered or not exchanged to, the person(s) so indicated. The undersigned
understands that the Company has no obligations pursuant to the "Special
Registration Instructions" or "Special Delivery Instructions" to transfer any
Restricted Notes from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the Restricted Notes so tendered.
Holders who wish to tender the Restricted Notes and (1) whose Restricted
Notes are not immediately available or (2) who cannot deliver their Restricted
Notes, this Letter of Transmittal or any other documents required hereby to
the Exchange Agent prior to the Expiration Date, may tender their Restricted
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "Exchange Offer--Guaranteed Delivery Procedures."
See Instruction 1 regarding the completion of the Letter of Transmittal.
7
PLEASE SIGN HERE WHETHER OR NOT
RESTRICTED NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the Restricted Notes or, if tendered by a participant
in DTC, exactly as such participant's name appears on a security listing as
the owner of Restricted Notes, or by person(s) authorized to become registered
holder(s) by a properly completed bond power from the registered holder(s), a
copy of which must be transmitted with this Letter of Transmittal. If
Restricted Notes to which this Letter of Transmittal relate are held of record
by two or more joint holders, then all such Holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, then such person must (1) set forth his
or her full title below and (2) unless waived by the Company, submit evidence
satisfactory to the Company of such person's authority so to act. (See
Instruction 4.)
X Date:
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X Date:
----------------------------------------- ------------------------------
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): Address:
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Name(s): Address:
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Please Print Including Zip Code
Capacity: Telephone Number:
--------------------------------- -------------------
Including Area Code
Social Security No.
----------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
8
BOX IV
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Firm Address (including zip code) and Telephone No. (including area code))
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(Authorized Signature)
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(Printed Name)
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(Title)
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Date:___________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures.
Signatures on this Letter of Transmittal need not be guaranteed if (a)
this Letter of Transmittal is signed by the registered holder(s) of the
Restricted Notes tendered herewith and such holder(s) have not completed the
box set forth herein entitled "Special Registration Instructions" or the box
entitled "Special Delivery Instructions" or (b) such Restricted Notes are
tendered for the account of a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States (each, an "Eligible Institution"). (See Instruction 6.)
Otherwise, all signatures on this Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed by an Eligible Institution.
All signatures on bond powers and endorsements on certificates must also be
guaranteed by an Eligible Institution.
2. Delivery of this Letter of Transmittal and Restricted Notes.
Certificates for all physically delivered Restricted Notes or
confirmation of any book-entry transfer to the Exchange Agent at DTC of
Restricted Notes tendered by book-entry transfer, as well as, in each case
(including cases where tender is effected by book-entry transfer), a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
hereof and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein prior to 5:00
p.m., New York City time, on the Expiration Date. The method of delivery of
the tendered Restricted Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent is at the election and risk of the
Holder and the delivery will be deemed made only when actually received by the
Exchange Agent. If Restricted Notes are sent by mail, registered mail with
return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. No Letter of
Transmittal or Restricted Notes should be sent to the Company.
The Exchange Agent will make a request to establish an account with
respect to the Restricted Notes at DTC for purposes of the Exchange Offer
promptly after receipt of this Prospectus, and any financial institution that
is a participant in DTC may make book-entry delivery of Restricted Notes by
causing DTC to transfer such Restricted Notes into the Exchange Agent's
account at DTC in accordance with DTC's procedures for transfer. However,
although delivery of Restricted Notes may be effected through book-entry
transfer at DTC, the Letter of Transmittal, with any required signature
guarantees or an Agent's Message (as defined in the next paragraph) in
connection with a book-entry transfer and any other required documents, must,
in any case, be transmitted to and received by the Exchange Agent at the
address specified on the cover page of the Letter of Transmittal on or prior
to the Expiration Date or the guaranteed delivery procedures described below
must be complied with.
A Holder may tender Restricted Notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
9
acceptance and send an Agent's Message to the Exchange Agent for its
acceptance. The term "Agent's Message" means a message transmitted by DTC to,
and received by, the Exchange Agent and forming part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from each participant in DTC tendering the Restricted Notes and that such
participant has received the Letter of Transmittal and agrees to be bound by
the terms of the Letter of Transmittal and the Company may enforce such
agreement against such participant.
Holders who wish to tender their Restricted Notes and (1) whose
Restricted Notes are not immediately available, or (2) who cannot deliver
their Restricted Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent on or prior to the Expiration Date or
comply with book-entry transfer procedures on a timely basis must tender their
Restricted Notes according to the guaranteed delivery procedures set forth in
the Prospectus. See "Exchange Offer--Guaranteed Delivery Procedures." Pursuant
to such procedure: (1) such tender must be made by or through an Eligible
Institution; (2) on or prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, overnight
courier, mail or hand delivery) setting forth the name and address of the
Holder of the Restricted Notes, the certificate number or numbers of such
Restricted Notes and the principal amount of Restricted Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after the Expiration Date, this
Letter of Transmittal (or facsimile hereof) together with the certificate(s)
representing the Restricted Notes and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (3) such
properly completed and executed Letter of Transmittal (or facsimile hereof),
as well as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Restricted Notes in proper form for
transfer (or a confirmation of book-entry transfer of such Restricted Notes
into the Exchange Agent's account at DTC), must be received by the Exchange
Agent within three New York Stock Exchange trading days after the Expiration
Date, all in the manner provided in the Prospectus under the caption "Exchange
Offer--Guaranteed Delivery Procedures." Any Holder who wishes to tender his or
her Restricted Notes pursuant to the guaranteed delivery procedures described
above must ensure that the Exchange Agent receives the Notice of Guaranteed
Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon
request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to
Holders who wish to tender their Restricted Notes according to the guaranteed
delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Restricted Notes, and withdrawal of tendered
Restricted Notes will be determined by the Company in its sole discretion,
which determination will be final and binding. All tendering Holders, by
execution of this Letter of Transmittal (or facsimile thereof), shall waive
any right to receive notice of the acceptance of the Restricted Notes for
exchange. The Company reserves the absolute right to reject any and all
Restricted Notes not properly tendered or any Restricted Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Restricted 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 Restricted 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 Restricted Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Restricted Notes
will not be deemed to have been made until such defects or irregularities have
been cured to the Company's satisfaction or waived. Any Restricted 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 pursuant to the Company's
determination, unless otherwise provided in this Letter of Transmittal as soon
as practicable following the Expiration Date. The Exchange Agent has no
fiduciary duties to the Holders with respect to the Exchange Offer and is
acting solely on the basis of directions of the Company.
3. Inadequate Space.
If the space provided is inadequate, the certificate numbers and/or the
number of Restricted Notes should be listed on a separate signed schedule
attached hereto.
4. Tender by Holder.
Only a Holder of Restricted Notes may tender such Restricted Notes in the
Exchange Offer. Any beneficial owner of Restricted Notes who is not the
registered Holder and who wishes to tender should arrange with such registered
Holder to execute and deliver this Letter of Transmittal on such beneficial
owner's behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Restricted Notes, either make
appropriate arrangements to register ownership of the Restricted Notes in such
beneficial owner's name or obtain a properly completed bond power from the
registered Holder or properly endorsed certificates representing such
Restricted Notes.
5. Partial Tenders; Withdrawals.
10
Tenders of Restricted Notes will be accepted only in integral multiples
of $1,000. If less than the entire principal amount of any Restricted Notes is
tendered, the tendering Holder should fill in the principal amount tendered in
the third column (B) of the box entitled "Description of 7.50% Senior Notes
due 2004 and 7.875% Senior Notes due 2006" above. The entire principal amount
of any Restricted Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of
all Restricted Notes is not tendered, then Restricted Notes for the principal
amount of Restricted Notes not tendered and a certificate representing
Exchange Notes issued in exchange for any Restricted Notes accepted will be
sent to the Holder at his or her registered address, unless a different
address is provided in the "Special Delivery Instructions" box above on this
Letter of Transmittal or unless tender is made through DTC, promptly after the
Restricted Notes are accepted for exchange.
Except as otherwise provided herein, tenders of Restricted Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. To withdraw a tender of Restricted 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 5:00
p.m., New York City time, on the Expiration Date. Any such notice of
withdrawal must (1) specify the name of the person having deposited the
Restricted Notes to be withdrawn (the "Depositor"), (2) identify the
Restricted Notes to be withdrawn (including the certificate number or numbers
and principal amount of such Restricted Notes, or, in the case of Restricted
Notes transferred by book-entry transfer, the name and number of the account
at DTC to be credited), (3) be signed by the Depositor in the same manner as
the original signature on the Letter of Transmittal by which such Restricted
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Registrar with
respect to the Restricted Notes register the transfer of such Restricted Notes
into the name of the person withdrawing the tender and (4) specify the name in
which any such Restricted Notes are to be registered, if different from that
of the Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Restricted
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 Restricted Notes so withdrawn are validly
retendered. Any Restricted Notes which have been tendered but which are not
accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Restricted
Notes may be retendered by following one of the procedures described in the
Prospectus under "Exchange Offer--Procedures for Tendering" at any time prior
to the Expiration Date.
6. Signatures on the Letter of Transmittal; Bond Powers and Endorsements.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of the Restricted Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Restricted Note
without alteration, enlargement or any change whatsoever. If any of the
Restricted Notes tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If a number of Restricted Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many copies of
this Letter of Transmittal as there are different registrations of Restricted
Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the Restricted Notes) of Restricted Notes tendered and
the certificate or certificates for Exchange Notes issued in exchange therefor
is to be issued (or any untendered principal amount of Restricted Notes to be
reissued) to the registered Holder, then such Holder need not and should not
endorse any tendered Restricted Notes, nor provide a separate bond power. In
any other case, such Holder must either properly endorse the Restricted Notes
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Restricted Notes listed,
such Restricted Notes must be endorsed or accompanied by appropriate bond
powers in each case signed as the name of the registered Holder or Holders
appears on the Restricted Notes. If this Letter of Transmittal (or facsimile
hereof) or any Restricted Notes or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, or 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 so to act must be
submitted with this Letter of Transmittal.
Endorsements on Restricted Notes or signatures on bond powers required by
this Instruction 6 must be guaranteed by an Eligible Institution.
7. Special Registration and Delivery Instructions.
11
Tendering Holders should indicate, in the applicable box or boxes, the
name and address to which Exchange Notes or substitute Restricted Notes for
principal amounts not tendered or not accepted for exchange are to be issued
or sent, if different from the name and address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the
taxpayer identification or social security number of the person named must
also be indicated.
8. Backup Federal Income Tax Withholding and Substitute Form W-9.
Under the federal income tax laws, payments that may be made by the
Company on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering Holder should compete and sign the
Substitute Form W-9 included in this Letter of Transmittal and either (a)
provide the correct taxpayer identification number ("TIN") and certify, under
penalties of perjury, that the TIN provided is correct and that (1) the Holder
has not been notified by the Internal Revenue Service (the "IRS") that the
Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (2) the IRS has notified the Holder that the Holder
is no longer subject to backup withholding; or (b) provide an adequate basis
for exemption. If the tendering Holder has not been issued a TIN and has
applied for one, or intends to apply for one in the near future, such Holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, sign and date the Substitute Form W-9 and sign the
Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For"
is written in Part I, the Company (or the Paying Agent under the Indenture
governing the Exchange Notes) shall retain 31% of payments made to the
tendering Holder during the 60-day period following the date of the Substitute
Form W-9. If the Holder furnishes the Exchange Agent or the Company with its
TIN within 60 days after the date of the Substitute Form W-9, the Company (or
the Paying Agent) shall remit such amounts retained during the 60-day period
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 or the Company with its TIN within such 60-day
period, the Company (or the Paying Agent) shall remit such previously retained
amounts to the IRS as backup withholding. In general, if a Holder is an
individual, the TIN is the social security number of such individual. If the
Exchange Agent or the Company are not provided with the correct TIN, the
Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders
(including, among others, all corporations and certain foreign individuals)
are not subject to these backup withholding and reporting requirements. In
order for a foreign individual to qualify as an exempt recipient, such Holder
must submit a statement (generally, IRS Form W-8), signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Exchange Agent. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9 (including
how to obtain a taxpayer identification number if you do not have one and how
to complete the Substitute Form W-9 if Restricted Notes are registered in more
than one name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. Failure to complete the
Substitute Form W-9 will not, by itself, cause Restricted Notes to be deemed
invalidly tendered, but may require the Company (or the Paying Agent) to
withhold 31% of the amount of any payments made on account of the Exchange
Notes. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
9. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the
exchange of Restricted Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes or Restricted Notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or are
to be registered in the name of, any person other than the registered Holder
of the Restricted Notes tendered hereby, or if tendered Restricted Notes are
registered in the name of a person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Restricted Notes pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered Holder or on 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
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder. See the Prospectus under "Exchange
Offer--Solicitation of Tenders; Fees and Expenses."
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this
Letter of Transmittal.
10. Waiver of Conditions.
The Company reserves the right, in its sole discretion, to amend, waive
or modify specified conditions in the Exchange Offer in the case of any
Restricted Notes tendered.
11. Mutilated, Lost, Stolen or Destroyed Restricted Notes.
12
Any tendering Holder whose Restricted Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
herein for further instructions.
12. Requests for Assistance, Copies.
Requests for assistance and requests for additional copies of the
Prospectus or this Letter of Transmittal may be directed to the Exchange Agent
at the address specified in the Prospectus. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
13
(DO NOT WRITE IN SPACE BELOW)
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Certificate Surrendered | Restricted Notes Tendered | Restricted Notes Accepted
-----------------------|---------------------------|-------------------------
| |
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| |
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Received
----------------------------
Accepted by
-------------------------
Checked by
--------------------------
Delivery Prepared by
----------------
Checked by
--------------------------
Date
--------------------------------
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Restricted Notes
are accepted for payment is required to provide the Exchange Agent (as payer)
with such Holder's correct TIN on Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Exchange Agent is
not provided with the correct TIN, a $50 penalty may be imposed by the
Internal Revenue Service, and payments made pursuant to the Exchange Offer may
be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to that Holder"s exempt status. A
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the
Exchange Offer, the Holder is required to provide the Exchange Agent with
either (a) the Holder's correct TIN by completing the form below, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such Holder
is awaiting a TIN) and that (1) the Holder has been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (2) the Internal Revenue
Service has notified the Holder that the Holder is no longer subject to backup
withholding or (b) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Restricted Notes. If the Restricted Notes are held in more than one name
or are held 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.
14
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: THE CHASE MANHATTAN BANK
- -------------------------------------------------------------------------------
SUBSTITUTE Part I--Taxpayer Identification
Form W-9 Number ("TIN"). Enter your TIN --------------------
in the appropriate box. For Social Security
individuals, this is your Number
Social Security Number (SSN).
For sole proprietors, see the or
Instructions in the enclosed
Department of the Guidelines. For other entities, --------------------
Treasury Internal it is your Employer Identification Employer
Revenue Service Number (EIN). If you do not have Identification
number, see how to get a TIN in Number
the enclosed Guidelines.
-------------------------------------------------------
Part II--For Payees exempt for backup withholding (see
Part II of instructions in the enclosed Guidelines.
NOTE: If the account is in more than one name, see the
chart on Page 2 of the enclosed guidelines on whose
number to enter.
-------------------------------------------------------
Request for Taxpayer Part III--CERTIFICATION--UNDER PENALTIES OF PERJURY,
Identification Number I CERTIFY THAT:
and Certification
(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 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.
Signature Date
----------------------- ----------------
- -------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. For real
estate transactions, item 2 does not apply. For mortgage interest paid, the
acquisition or abandonment of secured property, cancelation of debt,
contributions to an individual retirement arrangement (IRA), and general
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me, and that I mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office (or I
intend to mail or deliver an application in the near future). I understand
that if I do not provide a Taxpayer Identification Number to the payor, 31% of
all payments made to me on account of the Exchange Notes shall be retained
until I provide a 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
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE
NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
15