Exhibit 99.1
LETTER OF TRANSMITTAL
AUTONATION, INC.
Offer to Exchange its
9% Senior Notes due 2008
for any and all of its outstanding
9% Senior Notes due 2008
Pursuant to the Prospectus dated , 2001.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON , UNLESS EXTENDED.
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The Exchange Agent for the Exchange Offer is:
Wells Fargo Bank Minnesota, National Association
Corporate Trust Services
Wells Fargo Bank Minnesota, National Association
213 Court Street -- Suite 902
Middletown, CT 06457
Attention: Robert L. Reynolds - Vice President
(860) 704-6216 (telephone)
(860) 704-6219 (facsimile)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID
DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
DO NOT COMPLETE OR RETURN THIS LETTER OF TRANSMITTAL IF YOUR
OUTSTANDING NOTES ARE HELD IN AN ACCOUNT WITH A BROKER, DEALER, COMMERCIAL
BANK OR TRUST COMPANY. THIS LETTER OF TRANSMITTAL IS BEING SUPPLIED FOR
YOUR INFORMATION ONLY. THE INSTITUTION HOLDING YOUR OUTSTANDING NOTES WILL
SUPPLY YOU WITH SEPARATE INSTRUCTIONS REGARDING THE TENDER OF YOUR
OUTSTANDING NOTES.
Capitalized terms used but not defined herein shall have the same
meaning given them in the prospectus.
The undersigned acknowledges receipt of the prospectus, dated
, 2001 (the "prospectus"), of AutoNation, Inc., a Delaware corporation
(the "Company"), and this Letter of Transmittal, which together constitute
the offer (the "exchange offer") to exchange its 9% Senior Notes due 2008
(the "exchange notes"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), upon the terms and subject to the
conditions set forth in the prospectus and this Letter of Transmittal, for
all of its outstanding 9% Senior Notes due 2008 (the "outstanding notes").
This Letter of Transmittal is to be completed either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
"The Exchange Offer-Procedures for Tendering" in the prospectus and an
agent's message (as defined below) is not delivered. Certificates, or
book-entry confirmation of a book-entry transfer of such outstanding notes
into the Exchange Agent's account at The Depository Trust Company ("DTC"),
as well as this Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, and
any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior
to the expiration date. Tenders by book-entry transfer may also be made by
delivering an agent's message in lieu of this Letter of Transmittal. The
term "book-entry confirmation" means a confirmation of a book-entry
transfer of outstanding notes into the Exchange Agent's account at DTC. The
term "agent's message" means a message, transmitted by DTC to and received
by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC 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 of Transmittal and that the Company
may enforce this Letter of Transmittal against such participant.
Holders of outstanding notes who wish to participate in the
exchange offer and whose certificates for such outstanding notes are not
immediately available, or who are unable to deliver their certificates and
all other documents required by this Letter of Transmittal to the Exchange
Agent or confirmation of the book-entry tender of their outstanding notes
into the Exchange Agent's account at DTC on or prior to the expiration
date, must tender their outstanding notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer --Procedures for
Tendering" in the prospectus.
DELIVERY OF DOCUMENTS TO THE COMPANY OR TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED IN THIS LETTER OF TRANSMITTAL
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
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DESCRIPTION OF OUTSTANDING NOTES TENDERED
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If blank, please print name(s) and Outstanding Notes
address(es) of registered holder(s) (Attach additional list if necessary)
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Principal Amount
Certificate or Aggregate of Outstanding Notes
Registration Principal Amount Tendered
Number(s)* of Outstanding Notes (if less than all)**
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Total:
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* Need not be completed by book-entry holders. Such holders should check the appropriate box on the next
page and provide the required information.
** Outstanding notes may be tendered in whole or in part in multiples of $1,000. All outstanding notes held
shall be deemed tendered unless a lesser number is specified in this column. See Instruction 2.
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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. Holders who wish to tender their outstanding
notes must complete this Letter of Transmittal in its entirety.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
| | CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_________________________________________
DTC Account Number: ________________ Transaction Code Number:_________
| | CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s): ________________________________________
Window Ticket Number (if any): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Eligible Institution which Guaranteed Delivery:___________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:
DTC Account Number:____________ Transaction Code Number: __________
| | CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING DTC
ACCOUNT NUMBER SET FORTH ABOVE.
| | CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE
OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR
OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _______________________________________________________________________
Address: ____________________________________________________________________
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the exchange
offer, the undersigned hereby tenders to AutoNation, Inc., a Delaware
corporation (the "Company"), the above described principal amount of
outstanding notes in exchange for an equivalent principal amount of
exchange notes. Subject to, and effective upon, the acceptance for exchange
of all or any portion of the outstanding notes tendered herewith, the
undersigned hereby exchanges, assigns and transfers to or upon the order of
the Company all right, title and interest in and to such outstanding notes
as are being tendered herewith, including all rights to accrued and unpaid
interest thereon as of the expiration date. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also
acting as the Company's agent in connection with the exchange offer) to
cause the outstanding notes to be assigned, transferred and exchanged.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE
UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND
TRANSFER THE OUTSTANDING NOTES TENDERED HEREBY AND TO ACQUIRE EXCHANGE
NOTES ISSUABLE UPON THE EXCHANGE OF SUCH TENDERED OUTSTANDING NOTES, AND
THAT, WHEN THE OUTSTANDING NOTES ARE ACCEPTED FOR EXCHANGE, THE COMPANY
WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
OUTSTANDING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR
PROXIES. 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
CERTIFICATES, WHETHER OR NOT SUCH PERSON IS THE UNDERSIGNED, THAT NEITHER
THE HOLDER OF SUCH OUTSTANDING NOTES NOR ANY SUCH OTHER PERSON IS ENGAGED
IN, OR 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 WILL, UPON REQUEST,
EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE
EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE,
ASSIGNMENT AND TRANSFER OF THE OUTSTANDING NOTES TENDERED HEREBY. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The undersigned understands that tenders of outstanding notes
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering" in the prospectus and in the instructions
herein will, upon acceptance by the Company for exchange of such tendered
outstanding notes, constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the
exchange offer.
The undersigned also warrants that it will, upon request, execute
and deliver any additional documents deemed by the Exchange Agent or the
Company to be necessary or desirable to complete the exchange, assignment
and transfer of tendered outstanding notes or transfer ownership of such
outstanding notes on the account books maintained by a book-entry transfer
facility. The undersigned further agrees that acceptance of any tendered
outstanding 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 registration rights agreement and that it shall
have no further obligations or liabilities thereunder for the registration
of the outstanding notes or the exchange notes, except under limited
circumstances.
The exchange offer is not conditioned upon any principal amount of
outstanding notes being tendered for exchange. However, the exchange offer
is subject to certain conditions set forth in the prospectus under the
caption "The Exchange Offer--Conditions to the Exchange Offer." The
undersigned recognizes that as a result of these conditions (which may be
waived, in whole or in part, by the Company), as more particularly set
forth in the prospectus, the Company may not be required to exchange any of
the outstanding notes tendered hereby and, in such event, the outstanding
notes not exchanged will be returned to the undersigned at the address
shown below the signature of the undersigned.
The name(s) and address(es) of the registered holder(s) of the
outstanding notes tendered hereby should be printed above, if they are not
already set forth above, as they appear on the certificates representing
such outstanding notes. The certificate number(s) and the outstanding notes
that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
The undersigned acknowledges that this exchange offer is being
made in reliance on the position of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Staff")
as set forth in certain interpretive letters addressed to third parties in
other transactions substantially similar to the exchange offer, which lead
the Company to believe that exchange notes issued pursuant to the exchange
offer to a holder in exchange for outstanding notes may be offered for
resale, resold and otherwise transferred by a holder (other than (i) a
broker-dealer who purchased outstanding notes directly from the Company for
resale pursuant to Rule 144A or any other available exemption under the
Securities Act, (ii) an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act or (iii) a broker-dealer who acquired the
outstanding notes as a result of market-making or other trading activities)
without further compliance with the registration and prospectus delivery
provisions of the Securities Act, provided, that such holder is acquiring
the exchange notes in the ordinary course of business and is not
participating, and has no arrangement or understanding with any person to
participate, in the distribution of the exchange notes. Accordingly, the
undersigned represents that (i) it is not an "affiliate" of the Company as
defined in Rule 405 of the Securities Act, (ii) it is not a broker-dealer
that acquired outstanding notes directly from the Company in order to
resell them pursuant to Rule 144A of the Securities Act or any other
available exemption under the Securities Act, (iii) it will acquire the
exchange notes in the ordinary course of business and (iv) it is not
participating, and does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of the
exchange notes. The undersigned acknowledges that if it is unable to make
these representations to the Company, it will not be able to rely on the
interpretations of the Staff described above and, therefore, will be
required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or other
transfer of such outstanding notes unless such sale is made pursuant to an
exemption from such requirements. 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 it acquired
the outstanding notes for its own account as a result of market-making
activities or other trading activities and acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act 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 Section
2(11) of the Securities Act. Failure to comply with any of the
above-mentioned requirements could result in the undersigned or any such
other person incurring liability under the Securities Act for which such
persons will not be indemnified by the Company.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" in this
Letter of Transmittal, all exchange notes delivered in exchange for
tendered outstanding notes, and any outstanding notes delivered herewith
but not exchanged, will be registered in the name of the undersigned and
shall be delivered to the undersigned at the address shown below the
signature of the undersigned. If an exchange note is to be issued to a
person other than the person(s) signing this Letter of Transmittal, or if
the exchange note is to be mailed to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter
of Transmittal at an address different than the address shown on this
Letter of Transmittal, the appropriate boxes of this Letter of Transmittal
should be completed. If outstanding notes are surrendered by holder(s) that
have completed either the box entitled "Special Issuance Instructions" or
the box entitled "Special Delivery Instructions" in this Letter of
Transmittal, signature(s) on this Letter of Transmittal must be guaranteed
by an eligible institution (as defined in Instruction 3).
All authority herein conferred or agreed to be conferred in this
Letter of Transmittal shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors
and assigns of the undersigned. Tendered outstanding notes may be withdrawn
in accordance with Instruction 2 hereto at any time prior to the expiration
date.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES TENDERED" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL,
WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH
BOX.
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REGISTERED HOLDERS OF OUTSTANDING NOTES SIGN HERE (Please
Complete Substitute Form W-9 herein or, in the case of certain
foreign persons, a Form W-8)
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Signature(s) of Holder(s)
Date:_________________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on outstanding note(s) hereby tendered or on a security position
listing or by person(s) authorized to become the registered holder(s) by
certificates and documents transmitted herewith. 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, please provide the following information and see Instruction 3
below.)
Name(s): ____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please Print)
Capacity (full title):_______________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ________________________________________________
Taxpayer Identification or Social Security No.: _____________________________
(See Substitute Form W-9 herein)
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(Signature Guarantee Required--See (Signature Guarantee Required--See
Instructions 3 and 4) Instructions 3 and 4)
TO BE COMPLETED ONLY if exchange notes or TO BE COMPLETED ONLY if exchange notes or
outstanding notes not tendered or not accepted outstanding notes not tendered or not accepted are
are to be issued in the name of someone other to be sent to someone other than the undersigned,
than the undersigned. or to the undersigned at an address other than that
shown above under "Description of Outstanding Notes
Tendered."
Issue:
| | Exchange Notes: Mail:
| | Outstanding Notes: | | Exchange Notes:
| | Outstanding Notes:
Name: __________________________________ Name: ______________________________________________
(Please Print) (Please Print)
Address: ________________________________ Address: __________________________________________
__________________________________________ ___________________________________________________
__________________________________________ ___________________________________________________
(Include Zip Code) (Include Zip Code)
Telephone Number: _______________________
Book Entry Transfer Facility Account:________ Telephone Number: _______________________
Book Entry Transfer Facility Account: ________
____________________________________________
Employer Identification or Social Security Number
GUARANTEE OF SIGNATURE(S)
(See Instruction 3 below)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Type or Print)
Title: ____________________________________________________________________
Name of Firm: _____________________________________________________________
Address: __________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ______________________________________________
Date:_______________________________________________________________________
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer.
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES;
GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of
outstanding notes 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--Procedures for
Tendering" 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 of Transmittal (or
facsimile thereof or an agent's message in lieu thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the
expiration date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Outstanding notes tendered hereby must
be in multiples of $1,000.
Holders of outstanding notes 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 (as defined below), (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, 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 and the 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, or a book-entry confirmation, as the case may be,
together with a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof or an agent's message in lieu thereof), with any
required signature guarantees and any other documents required by this
Letter of Transmittal 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 of Transmittal (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 of Transmittal, 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 of Transmittal, 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 you send
certificate(s) representing outstanding notes by mail, it is recommended
that you use registered mail, return receipt requested, and allow
sufficient time to ensure timely receipt on or prior to the expiration
date. Delivery of the Letter of Transmittal to a person other than the
Exchange Agent or to an address other than the address listed herein will
not constitute valid delivery.
The Company will not accept any alternative, conditional or
contingent tenders. Each tendering holder, by execution of a Letter of
Transmittal (or facsimile thereof), waives any right to receive any notice
of the acceptance of such tender.
See "The Exchange Offer" section of the prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWAL OF TENDER.
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 Tendered--Principal Amount
of Outstanding Notes Tendered (if less than all)." 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 of Transmittal, as soon as reasonably practicable after the
expiration date. All of the outstanding notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Tenders of outstanding notes may be withdrawn at any time prior to
12:00 midnight, New York City time, on the expiration date. For a
withdrawal to be effective, a written notice of withdrawal must be received
by the Exchange Agent prior to 12:00 midnight, New York City time, on the
expiration date. Any such notice of withdrawal must specify the name of the
person having tendered the outstanding notes to be withdrawn, identify the
outstanding notes to be withdrawn (including the principal amount of such
outstanding notes) and (where certificates for outstanding notes have been
transmitted) specify the name in which such outstanding notes are
registered, if different from that of the withdrawing holder. If
certificates for outstanding notes have been delivered or otherwise
identified to the Exchange Agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of
the particular certificates to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an eligible institution unless
such holder is an eligible institution. If outstanding notes have been
tendered pursuant to the procedure for book-entry transfer described above,
any notice of withdrawal must specify the name and number of the account at
the book-entry transfer facility to be credited with the withdrawn
outstanding notes and otherwise comply with the procedures of such
facility. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company, in its
sole discretion, whose determination will be final and binding on all
parties. None of the Company, any of its affiliates or assigns, the
Exchange Agent or any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal nor incur
any liability for failure to give any such notification. Any outstanding
notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer and will be returned to the
holder thereof without cost to such holder promptly after withdrawal.
3. SIGNATURES OF THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal 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 certificates without
any change whatsoever.
If any tendered outstanding notes are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
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 of Transmittal as there are
different registrations of certificates.
When this Letter of Transmittal is signed by the registered holder
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 certificates must be guaranteed by
an eligible institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of any certificates specified herein, such certificates
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name of the registered holder appears on the
certificates and the signatures on such certificates must be guaranteed by
an eligible institution.
If this Letter of Transmittal or any certificates or bond powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing,
and, unless waived by the Company, 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., 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 of Transmittal 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) tendered who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter of Transmittal; or (ii) for the account of an eligible
institution.
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 of Transmittal. 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
outstanding notes 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 holder of
outstanding notes 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 of Transmittal.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder
whose outstanding notes are accepted for exchange must provide the Exchange
Agent with (i) such holder's correct Taxpayer Identification Number ("TIN")
on Substitute Form W-9 below or (ii) in the case of certain exempt foreign
persons, an appropriate Form W-8. If such tendering holder is an
individual, the TIN is his or her social security number. If a tendering
holder does not provide the Exchange Agent with its 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 (the "IRS") in addition
to backup withholding in an amount equal to 31%, or such other amount as
provided by law, 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) may not be subject to these
backup withholding and reporting requirements. Certain foreign persons can
qualify for this exemption by submitting an appropriate Form W-8 signed
under penalties of perjury and attesting to such person's foreign status.
To prevent backup withholding, each tendering holder of
outstanding notes must provide its correct TIN by completing the Substitute
Form W-9 (U.S. noteholders) set forth below, or an appropriate Form W-8
(non-U.S. noteholders) 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 IRS that
such holder is subject to a backup withholding as a result of a failure to
report all interest or dividends or (iii) the IRS has notified the holder
that such holder is no longer subject to backup withholding. 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 Instructions -- Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
information on which TIN to report. If such holder does not have a TIN,
such holder should consult the Instructions -- Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 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 Exchange Agent
within 60 days, backup withholding will begin and continue until such
holder furnishes its TIN to the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to
withhold and pay over to the IRS a portion of any payment made to a
stockholder. Backup withholding is not an additional tax. Rather, the
federal income tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained from the IRS.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of outstanding notes to the Company 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 of Transmittal, 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 is not necessary for
transfer tax stamps to be affixed to the outstanding notes specified in
this Letter of Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in
part, 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 of Transmittal, shall waive any right to receive notice of the
acceptance of their outstanding notes for exchange.
None of the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of outstanding notes or shall any of them incur any liability for
failure to give any such notice.
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. IRREGULARITIES.
All questions as to the validity, form, eligibility (including
time of receipt) and withdrawal of the tendered outstanding notes will be
determined by the Company, in its sole discretion, which determination will
be final and binding on all parties. The Company reserves the absolute
right to reject any and all outstanding notes not properly tendered or any
outstanding notes the acceptance of which would, in the opinion of its
counsel, be unlawful. The Company also reserves the absolute right to waive
any irregularities or conditions of tender as to particular outstanding
notes. The Company's interpretation of the terms and conditions of the
exchange offer will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of outstanding notes
must be cured within such time as the Company shall determine. None of the
Company, the Exchange Agent or any other person will be under any duty to
give notification of defects or irregularities with respect to tenders of
outstanding notes, nor will any of them incur any liability for failure to
give such notification. Tenders of outstanding notes will not be deemed to
have been made until such irregularities have been cured or waived. Any
outstanding 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 without cost to such holder by the Exchange
Agent to the tendering holders of outstanding notes as soon as practicable
following the expiration date.
11. 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 of
Transmittal, may be directed to the Exchange Agent, at the address and
telephone number indicated above.
TO BE COMPLETED BY ALL TENDERING U.S. SECURITY HOLDERS:
PAYER'S NAME: Wells Fargo Bank Minnesota, National Association
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SUBSTITUTE Part I--Taxpayer Identification Number--For _______________________________
FORM W-9 all accounts, enter Taxpayer Identification Social Security Number
Department of the Treasury Number in the box at right. (For most
Internal Revenue Service individuals, this is your social security OR
number. For sole proprietors or resident
aliens, see the Instructions -- Guidelines for _______________________________
Certification of Taxpayer Identification Employer Identification Number
Number on Substitute W-9. For other entities,
it is your Employer Identification Number. (If awaiting TIN, write "Applied
Payer's Request for Taxpayer If you do not have a number, see Obtaining a For")
Identification Number (TIN) Number in the enclosed Instructions - Back Up
Withholding; Substitute Form W-9; Forms
W-8.) Certify by signing and dating below.
Note: If the account is in more than one
name, see chart in the enclosed Instructions
-- Guidelines for Certification of Taxpayer
Identification Number on Substitute W-9 to
determine which number to give the payer.
- --------------------------------- ----------------------------------------------------------------------------------
Part II:--For payees exempt from backup withholding, see the enclosed Instructions
-- Guidelines For Certification of Taxpayer Identification Number on Substitute
W-9 and complete as instructed therein.
- --------------------------------------------------------------------------------------------------------------------
Certification -- Under 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), and (2) I am not subject to backup
withholding because 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 the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions -- You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you received another notification from the
IRS that you were no longer subject to backup withholding, do not cross out item (2).
Also see enclosed Instructions.
The Internal Revenue Service does not require your consent to any provision of this document other than the
certification required to avoid backup withholding.
- --------------------------------------------------------------------------------------------------------------------
Signature____________________________________________________________ Date__________________
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31%, OR SUCH OTHER AMOUNT AS PROVIDED BY LAW, OF
ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED INSTRUCTIONS -- GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
- ------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either (1) I have
mailed or delivered an application to receive a taxpayer identification
number to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a
taxpayer identification number by the time of the exchange, 31%, or such
other amount as provided by law, of all reportable payments made to me on
account of the exchange notes shall be retained until I provide a taxpayer
identification number to the Exchange Agent and that, if I do not provide
my taxpayer identification number within 60 days, such retained amounts
shall be remitted to the Internal Revenue Service as backup withholding and
31%, or such other amount as provided by law, 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: __________________