Exhibit 99.1
SONIC AUTOMOTIVE, INC.
OFFER TO EXCHANGE
11% Senior Subordinated Notes
Due 2008, Series D,
Which Have Been Registered Under The Securities Act of 1933, As Amended
For Any And All Outstanding
11% Senior Subordinated Notes
Due 2008, Series B
and 11% Senior Subordinated Notes
Due 2008, Series C
Pursuant to the Prospectus dated January 15, 2002.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FEBRUARY 18,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE" ). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 18, 2002.
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By Messenger, Mail, or Overnight Delivery:
U.S. Bank Trust National Association
U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Specialized Finance Group
Facsimile Transmission:
(651) 244-1537 (MN)
Confirm by Telephone:
(800) 934-6802 (MN)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus, dated January
15, 2002 (the "Prospectus"), of Sonic Automotive, Inc., a Delaware corporation
(the "Company"), and this Letter of Transmittal (this "Letter"), which together
constitute the offer (the "Exchange Offer") to exchange an aggregate principal
amount of up to $200,000,000 11% Senior Subordinated Notes Due 2008, Series D
(the "New Notes") for an equal principal amount of the outstanding 11% Senior
Subordinated Notes Due 2008, Series B (the "Series B Notes") and 11% Senior
Subordinated Notes Due 2008, Series C (the "Series C Notes") (the Series B Notes
and the Series C Notes are collectively referred to as the "Old Notes").
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 New Notes will bear interest at a rate equal to
11% per annum. Interest on the New Notes is payable semiannually, commencing
August 1, 2002, on February 1 and August 1 of each year (each, an "Interest
Payment Date") and shall accrue from February 1, 2002, or from the most recent
Interest Payment Date with respect to the Old Notes to which interest was paid
or for which interest was duly provided. The New Notes will mature on August 1,
2008.
Subject to certain exceptions, in the event of a Registration Default
(as defined below), the interest rate borne by the Series C Notes shall be
increased by one-quarter of one percent per annum upon the occurrence of each
Registration Default, which rate (as increased aforesaid) will increase by an
additional one quarter of one percent each 90-day period that such additional
interest continues to accrue under any such circumstance, with an aggregate
maximum increase in the interest rate equal to one percent (1%) per annum. A
"Registration Default" with respect to the Exchange Offer shall occur if: (a)
the Exchange Offer Registration Statement is not filed with the Commission on or
prior to the 60th calendar day following the date of original issue of the
Series C Notes, (b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 135th calendar day following the date of
original issue of the Series C Notes, (c) the Exchange Offer is not consummated
or a Shelf Registration Statement is not declared effective, in either case, on
or prior to the 165th calendar day following the date of original issue of the
Series C Notes or (d) the Shelf Registration Statement is declared effective but
shall thereafter become unusable for more than 30 days in the aggregate. The
Shelf Registration Statement will be required to remain effective until the
second anniversary of the issuance of the Series C Notes. Following the cure of
all Registration Defaults, the accrual of additional interest will cease and the
interest rate will revert to the original rate; provided, however, that, if
after any such reduction in interest rate, a different Registration Default
occurs, the interest rate shall again be increased pursuant to the foregoing
provisions. Holders of New Notes will not be and, upon consummation of the
Exchange Offer, holders of Old Notes will no longer be, entitled to (i) the
right to receive the increased interest specified above or (ii) certain other
rights under the Registration Rights Agreement intended for holders of Old
Notes. The Exchange Offer shall be deemed consummated upon the occurrence of the
delivery by the Company to the Registrar under the Indenture of New Notes in the
same aggregate principal amount as the aggregate principal amount of Old Notes
that are tendered by holders thereof pursuant to the Exchange Offer.
The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, (ii) to extend the Exchange Offer, in which event the
term "Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended, (iii) if the Commission does not declare the Registration
Statement effective, to terminate the Exchange Offer, by giving oral or written
notice of such delay, extension, or termination to the Exchange Agent, and (iv)
to amend the terms of the Exchange Offer in any manner. If the Exchange Offer is
amended in a manner determined by the Company to constitute a material change,
the Company will promptly disclose such amendments by means of a prospectus
supplement that will be distributed to the registered holders of the Old Notes.
Modifications of the Exchange Offer, including but not limited to (i) extension
of the period during which the Exchange Offer is open and (ii) satisfaction of
the conditions set forth under the caption "The Exchange Offer - Conditions of
the Exchange Offer" in the Prospectus, may require that at least ten business
days remain in the Exchange Offer. In order to extend the Exchange Offer, the
Company will notify the Exchange Agent of any extension, amendment,
non-acceptance or termination by oral or written notice and will make a public
announcement thereof, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
This Letter must be completed and delivered by a holder of Old Notes
if: (i) such holder is not a member of the ATOP system ("ATOP") of the
Depository Trust Company (the "Book-Entry Transfer Facility"), (ii) such holder
is an ATOP member but chooses not to use ATOP or (iii) the Old Notes are to be
tendered in accordance with the guaranteed delivery procedures set forth in
Instruction 1 to this Letter. Holders of Old Notes whose Old Notes are not
immediately available, or who are unable to delivery their Notes 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"), as the case may
be, and all other documents required by this Letter to the Exchange Agent on or
prior to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 1 to this
Letter. 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 to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
Listed below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the Note numbers and principal amount of Old Notes
should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF
OLD NOTES 1 2 3
Name(s) and Address(es) of Aggregate Note Principal Amount Principal Amount
- --------------------------- --------------- ---------------- ----------------
Registered Holder(s) Number(s)* Of Old Note(s) Tendered**
(Please fill in, if blank)
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- --------------------------- -------------- ----------------- -----------------
- -------------------------- -------------- ----------------- -----------------
Total
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* Need not be complete if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to
have tendered the entire principal amount represented by the Old Note
indicated in column 2. 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.
[ ] 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 ________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(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 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: _________________________________________________________________
Address: ______________________________________________________________
3
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 Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old 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 Old 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 New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the undersigned, that 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 that 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 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, including Exxon Capital Holdings
Corporation, SEC No-Action Letter (available April 13, 1989), Morgan Stanley &
Co., Incorporated, SEC No-Action Letter (available June 5, 1991), Mary Kay
Cosmetics, Inc., SEC No-Action Letter (available June 5, 1991), Warnaco, Inc.,
SEC No-Action Letter (available October 11, 1991) and Shearman & Sterling, SEC
No-Action Letter (available July 2, 1993), 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 a broker-dealer
who acquires such New Notes directly from the Company for resale pursuant to
Rule 144A under the Securities Act or any other available exemption under the
Securities Act or any such holder that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such New Notes are acquired in the ordinary course of such holders'
business and such holders are not engaged in, and do not intend to engage in, a
distribution of such New Notes and have no arrangement with any person to
participate in the distribution of such New Notes. If a holder of Old Notes 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 that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New 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 New 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 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 Rights"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute Notes representing the remaining principal balance of any Old Note
exchanged only in part) 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
4
indicated under the box entitled "Special Delivery Instructions" below,
please send the New Notes (and, if applicable, substitute Notes representing the
remaining principal balance of any Old Note exchanged only in part) to the
undersigned at the address shown above in the box entitled "Description of Old
Notes."
5
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Notes 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)
________________________________________________________________________________
(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):___________________
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Notes or 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)
________________________________________________________________________________
(Please Type or Print)
Address: ______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES AND
ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY), OR A
BOOK-ENTRY CONFIRMATION, AS THE CASE MAY BE, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
6
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
Dated: __________________________________________________________________, 2002
______________________________________________________________________________ X
______________________________________________________________________________ X
(Date)
Area Code and Telephone: ______________________________________________________
If a holder is tendering any Old Notes, this letter must be signed by the
registered holder(s) as the name(s) appear(s) on the Note(s) for the Old 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 Instructions 3.
Name(s): ______________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: ______________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Dated: __________________________________________________________________, 2002
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
11% SENIOR SUBORDINATED NOTES DUE 2008, SERIES D, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL
OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2008, SERIES B AND ALL
OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2008, SERIES C
OF SONIC AUTOMOTIVE, INC.
1. Delivery of this Letter and Old Notes; Guaranteed Delivery
Procedures. Certificates for Old Notes as well as a properly completed and duly
executed copy of this Letter (or facsimile thereof) and any other documents
required by this Letter, or a Book Entry Confirmation, as the case may be, must
be received by the Exchange Agent at its address set forth herein on or before
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. This Letter must be used: (i) by all
holders who are not ATOP members, (ii) by holders who are ATOP members but
choose not to use ATOP or (iii) if the Old Notes are to be tendered in
accordance with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount of $1,000 or any
integral multiple thereof.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes or a Book-Entry Confirmation, as the case may be, and
all other required documents to the Exchange Agent on or prior to the Expiration
Date, 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 by or
through an Eligible Institution (as defined below) and a Notice of Guaranteed
Delivery in the Form of Exhibit 99.2 to the Registration Statement of which the
Prospectus forms a part, a copy of which may be obtained from the Exchange Agent
(a "Notice of Guaranteed Delivery"), must be signed by such holder, (ii) on or
prior to the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes, the certificate number or numbers of the
tendered Old Notes and the principal amount of Old Notes tendered, stating that
the tender is being made thereby and guaranteeing that within four business days
after the date of delivery of the Notice of Guaranteed Delivery, this Letter
together with the certificates representing the tendered Old Notes or a
Book-Entry Confirmation, as the case may be, as well as all other documents
required by this Letter will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all tendered Old Notes or a
Book-Entry Confirmation, as the case may be, as well as all other documents
required by this Letter (properly completed and duly executed), must be received
by the Exchange Agent within four business days after the date of delivery of
such Notice of Guaranteed Delivery.
The method of delivery of this Letter, certificates for the Old Notes
or a Book-Entry Confirmation, as the case may be, 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 Old Notes are sent by mail, it is recommended that the mailing be made
by registered mail, properly insured, with return receipt requested, and that
such mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. Instead of delivery by mail, it is recommended that the holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed for timely delivery. 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 the entire principal amount of any
submitted Old Note is to be tendered, the tendering holder(s) should fill in the
aggregate principal amount to be tendered in the box above entitled "Description
of Old Notes -- Principal Amount Tendered." A reissued Note representing the
balance of nontendered principal of any submitted Old Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. THE ENTIRE PRINCIPAL AMOUNT OF ANY
OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
3. Signatures on this letter; Assignments and Endorsement; Guarantee of
Signatures. If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the Notes 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 Old Notes, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
different registrations of Old Notes.
When this Letter is signed by the registered holder of the Old Notes
specified herein and tendered hereby, no endorsements of the submitted Old Notes
or separate instruments of assignment 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 Old Notes transmitted
hereby or separate instruments of assignment are required. Signatures on such
Old Notes must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder
of any Old Notes specified herein, such Notes must be endorsed or accompanied by
appropriate instruments of assignment, in either case signed exactly as the name
of the registered holder appears on the Notes and the signatures on such Old
Notes must be guaranteed by an Eligible Institution.
If this Letter or any Old Notes or instruments of assignment are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on Old Notes or signatures on instruments of assignment
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., by a commercial bank or trust company
having an office or correspondent in the United States or by an "eligible
guarantor" institution within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (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 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 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 Notes 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 or 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 an 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.
9
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 correct TIN by completing "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, Notice 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 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.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the exchange of Old
Notes 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 IS NOT 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 tendering 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 defeat 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, this Letter and other related documents, should 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: SONIC AUTOMOTIVE, INC.
- ----------- ------------------------------------ ------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN TIN:________________________
THE BOX AT RIGHT AND CERTIFY BY (Social Security Number or
SIGNING AND DATING BELOW. Employer Identification Number)
------------------------------------ ------------------------------
Form W-9 Part 2 - TIN Applied for
- ----------- ------------------------------------ ------------------------------
Certification: Under the penalties of perjury, I certify that:
Department (1) the number shown on this form is my correct Taxpayer
of the Identification Number (or I am writing for a number to be issued to
Treasury me), (2) I am not subject to backup withholding either because
Internal (a) I am exempt from backup withholding, or (b) I have not been
Revenue notified by the Internal Revenue Service ("IRS") that I am subject
Services 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
Payer's longer subject to backup withholding, and (3) any other information
Request provided on this form is true and correct.
for
Taxpayer
Identification Signature:______________________________________________________
Number ("TIN") Date:___________________________________________________________
and
Certification You must cross out item (ii) above 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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAPER 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, thirty-one percent (31%) of all reportable payments made to me
thereafter will be withheld until provide a number.
____________________________________________________ __________________
Signature Date
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11