EXHIBIT (99)-1
LETTER OF TRANSMITTAL
HEALTHSOUTH CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
10- 3/4% SENIOR SUBORDINATED NOTES DUE 2008
FOR
10- 3/4% SENIOR SUBORDINATED NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED DECEMBER , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY ,
2001 OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED
(THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.
THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmission Number: By Hand/Overnight Delivery:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Reorganization Department, 7 East Reorganization Department, 7 East
For Information Call:
Delivery of this letter of transmittal to an address other than as set
forth above, or transmission of instructions via facsimile other than as set
forth above, does not constitute a valid delivery.
The undersigned acknowledges that the undersigned has received the
Prospectus dated December __, 2000 (as amended or supplemented from time to
time, the "Prospectus"), of HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), and this letter of transmittal (as amended or supplemented
from time to time, the "Letter of Transmittal"), which together constitute the
Company's offer (the "Exchange Offer") to exchange up to $350,000,000 aggregate
principal amount of 10- 3/4% Senior Subordinated Notes due 2008 (the "Exchange
Notes") of the Company, for an equal principal amount of the Company's issued
and outstanding 10- 3/4% Senior Subordinated Notes due 2008 (the "Private
Notes"). The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to those of the
Private Notes, except that the Exchange Notes will be registered under the
Securities Act of 1933, as amended (the "Securities Act").
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Holders of Exchange Notes will not be entitled to certain rights of
holders of the Private Notes under the registration rights agreement, dated
September 25, 2000, among the Company and UBS Warburg LLC, Deutsche Bank
Securities Inc., Chase Securities Inc. and First Union Securities, Inc. (the
"Registration Rights Agreement"), which rights will be terminated upon
consummation of the Exchange Offer.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein have the meanings given to
such terms in the Prospectus.
This Letter of Transmittal is to be completed by holders of Private Notes
(a) if Private Notes are to be forwarded herewith or (b) if tenders of Private
Notes are to be made by book-entry transfer to an account maintained by The
Bank of New York (the "Exchange Agent") at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer-Procedures for Tendering". Delivery of this Letter of Transmittal and any
other required documents should be made to the Exchange Agent.
If a holder desires to tender Private Notes pursuant to the Exchange Offer
but time will not permit this Letter of Transmittal, the certificates
representing Private Notes or other required documents to reach the Exchange
Agent on or before the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, such holder may effect a tender
of such Private Notes in accordance with the guaranteed delivery procedures set
forth in the Prospectus under "Exchange Offer-Guaranteed Delivery Procedures".
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Private Notes to which the Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and
principal amount of Private Notes should be listed on a separate schedule
affixed hereto.
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DESCRIPTION OF PRIVATE NOTES (1) (2) (3) (4)
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Name(s) and Address(es) of Registered Holder(s) Aggregate Principal Amount
(Please fill in, if blank) Principal of Private Notes
Certificate Maturity Amount of Tendered
Number(s)* Date Private Notes (if less than all)**
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<FN>
* Need not be completed if Private Notes are being tendered by book-entry holders.
** Private Notes may be tendered in whole or in part in integral multiples of $1,000. Unless this column is completed,
a holder will be deemed to have tendered the full aggregate principal amount of the Private Notes represented by
the Private Notes indicated in column 3.
</FN>
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED PRIVATE 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:_____________________________________________
Account Number:____________________________________________________________
Transaction Code Number:___________________________________________________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):___________________________________________
Window Ticket Number (if any):_____________________________________________
Name of Eligible Institution that Guaranteed Delivery:_____________________
Date of Execution of Notice of Guaranteed Delivery:________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:_____________________________________________
Account Number:____________________________________________________________
Transaction Code Number:___________________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED PRIVATE
NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE PRIVATE NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:______________________________________________________________________
Address:___________________________________________________________________
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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
Private Notes indicated above in exchange for a like aggregate principal amount
of Exchange Notes of the same maturity. Subject to, and effective upon, the
acceptance for exchange of the Private Notes tendered hereby, the undersigned
hereby exchanges, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to such Private Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the tendered
Private Notes with the full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Private Notes to the Company and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company,
(ii) present such Private Notes for transfer on the books of the Company, and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Private Notes, all in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Private
Notes tendered hereby 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 and not subject to any adverse
claims or proxies. The undersigned 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 the
Private Notes tendered hereby, and the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agreed to all of the terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered Private Notes by
the Company and the issuance of Exchange Notes in exchange therefor will
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement and that the Company will have no further
obligations or liabilities thereunder.
The name(s) and address(es) of the registered holders of the Private Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Private Notes. The certificate number(s) and the
principal amount(s) of the Private Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on certain interpretive letters by the staff of the Securities and
Exchange Commission (the "SEC") to third parties in unrelated transactions. On
the basis thereof, the Exchange Notes issued in exchange for the Private Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders are
not participating in, and have no arrangement or understanding with any person
to participate in, the distribution of such Exchange Notes. THE UNDERSIGNED
ACKNOWLEDGES THAT ANY HOLDER OF PRIVATE NOTES USING THE EXCHANGE OFFER TO
PARTICIPATE IN A DISTRIBUTION OF THE EXCHANGE NOTES (I) CANNOT RELY ON THE
POSITION OF THE STAFF OF THE SEC ENUNCIATED IN ITS INTERPRETIVE LETTERS AND
(II) MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
THE SECURITIES ACT IN CONNECTION WITH A SECONDARY RESALE TRANSACTION. 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 Private 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.
The undersigned represents that (i) it is not an affiliate (as defined in
Rule 405 under the Securities Act) of the Company; (ii) it is not a
broker-dealer tendering Private Notes acquired for its own account directly
from the Company; (iii) any Exchange Notes to be received by it will be
acquired in the ordinary course of its business; and (iv) it is not engaged in,
and does not intend to engage in, a distribution of such Exchange Notes and has
no
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arrangement or understanding to participate in a distribution of Exchange
Notes. If a holder of Private Notes is engaged in or intends to engage in a
distribution of Exchange Notes or has any arrangement or understanding with
respect to the distribution of Exchange Notes to be acquired pursuant to the
Exchange Offer, such holder may 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.
The Company agrees that, subject to the provisions of the Registration
Rights Agreement, the Prospectus may be used by a Participating Broker-Dealer
(as defined below) in connection with resales of Exchange Notes received in
exchange for Private Notes, where such Private Notes were acquired by such
Participating Broker-Dealer for its own account as a result of market-making
activities or other trading activities, for a period of time of up to 180 days
after the date on which the registration statement of which the Prospectus is a
part is declared effective (subject to extension under certain circumstances
described in the Prospectus) or, if earlier, when all such Exchange Notes have
been disposed of by such Participating Broker-Dealer. In that regard, each
broker-dealer who acquired Private Notes for its own account as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), by
tendering such Private Notes and executing this Letter of Transmittal, agrees
that, upon receipt of notice from the Company of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated
by reference in the Prospectus untrue in any material respect or which causes
the Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading or of the occurrence
of certain other events specified in the Registration Rights Agreement, such
Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to
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 the Participating Broker-Dealer or the Company
has given notice that the sale of the Exchange Notes may be resumed, as the
case may be. If the Company gives such notice to suspend the sale of the
Exchange Notes, the 180-day period referred to above during which Participating
Broker-Dealers are entitled to use the Prospectus in connection with the resale
of Exchange Notes shall be extended by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Exchange
Notes or to and including the date on which the Company has given notice that
the sale of Exchange Notes may be resumed, as the case may be.
The undersigned understands that tenders of the Private Notes pursuant to
any one of the procedures described under "The Exchange Offer-Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions set forth herein and in the Prospectus.
The undersigned recognizes that under certain circumstances set forth in
the Prospectus under "The Exchange Offer-Conditions" the Company will not be
required to accept for exchange any of the Private Notes tendered. Private
Notes not accepted for exchange or withdrawn will be returned to the
undersigned at the address set forth below unless otherwise indicated under
"Special Delivery Instructions" below (or, in the case of Private Notes
tendered by book-entry transfer, credited to an account maintained by the
tendering holder at DTC).
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes
(and, if applicable, any substitute certificates representing Private Notes not
exchanged or not accepted for exchange) be issued in the name(s) of the
undersigned and be delivered to the undersigned at the address, or, in the case
of book-entry transfer of Private Notes, be credited to the account at DTC
shown above in the box entitled "Description of Private Notes".
Holders of the Private Notes whose Private Notes are accepted for exchange
will not receive accrued interest on such Private Notes for any period from and
after the last interest payment date to which interest has been paid or duly
provided for on such Private Notes prior to the original issue date of the
Exchange Notes or, if no such interest has been paid or duly provided for, will
not receive any accrued interest on such Private Notes, and the undersigned
waives the right to receive any interest on such Private Notes accrued from and
after such interest payment date or, if no such interest has been paid or duly
provided for, from and after the original issue date of the Exchange Notes.
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 Private Notes tendered hereby. All
authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or
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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. This tender may be withdrawn only in accordance
with the procedures set forth in the Prospectus and in the instructions
contained in this Letter of Transmittal.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF PRIVATE
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH PRIVATE
NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO
HAVE TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX ABOVE. ANY FINANCIAL
INSTITUTION THAT IS A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY'S SYSTEMS
MAY MAKE BOOK-ENTRY DELIVERY OF PRIVATE NOTES BY CAUSING THE BOOK-ENTRY
TRANSFER FACILITY TO TRANSFER SUCH PRIVATE NOTES INTO THE EXCHANGE AGENT'S
ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY
TRANSFER FACILITY'S PROCEDURES. ALTHOUGH DELIVERY OF PRIVATE NOTES MAY BE
EFFECTED THROUGH BOOK-ENTRY TRANSFER AT THE BOOK-ENTRY TRANSFER FACILITY, THIS
LETTER OF TRANSMITTAL WITH ALL REQUIRED SIGNATURE GUARANTEES AND ALL OTHER
REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE EXCHANGE AGENT.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
X __________________________________ Date: ___________________ , 200__
X __________________________________ Date: ___________________ , 200__
Signature(s) of Owner
The above lines must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the Private 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 Private 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. 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 please set forth full title. See Instruction 4.
Name(s): __________________________________________________________________
___________________________________________________________________________
(Please Type or Print)
Capacity: _________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: ___________________________________________
Tax Identification or Social Security Number(s): __________________________
SIGNATURE GUARANTEED
(IF REQUIRED BY INSTRUCTION 4)
Signatures Guaranteed
by an Eligible Institution: _______________________________________________
(Authorized Signature)
___________________________________________________________________________
(Title)
___________________________________________________________________________
(Name of Firm)
___________________________________________________________________________
(Address and Telephone Number)
Dated: ______________________ , 200__
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Private Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person or persons whose signature(s) appear(s) on the Letter of Transmittal
above.
Issue Exchange Notes and/or Private Notes to:
Name(s): .......................................................................
(Please Type or Print)
................................................................................
(Please Type or Print)
Address: .......................................................................
................................................................................
(Zip Code)
Telephone Number: ..............................................................
Tax Identification or
Social Security Number(s): .....................................................
(Complete Substitute Form W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Private Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter of Transmittal above or to such person or
persons at an address other than that shown in the box above entitled
"Description of Private Notes".
Deliver Exchange Notes and/or Private Notes to:
Name(s): .......................................................................
(Please Type or Print)
................................................................................
(Please Type or Print)
Address: .......................................................................
................................................................................
(Zip Code)
Telephone Number: ..............................................................
Tax Identification or
Social Security Number(s): .....................................................
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S)
FOR PRIVATE NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES.
This Letter of Transmittal must accompany, (i) all certificates
representing Private Notes tendered pursuant to the Exchange Offer and (ii) all
tenders of Private Notes made pursuant to the procedures for book-entry
transfer set forth in the Prospectus under "The Exchange Offer--Procedures for
Tendering". Certificates representing the Private Notes in proper form for
transfer, or a timely confirmation of a book-entry transfer of such Private
Notes into the Exchange Agent's account at DTC, as well as a properly completed
and duly executed copy of this Letter of Transmittal (or facsimile thereof),
with any required signature guarantees, a Substitute Form W-9 (or facsimile
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 before the
Expiration Date.
The method of delivery of this Letter of Transmittal, the Private Notes
and all other required documents is at the election and risk of the tendering
holders, but delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If such delivery is by mail, it is recommended
that registered mail properly insured, with return receipt requested, be used.
In all cases, sufficient time should be allowed to permit timely 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.
2. GUARANTEED DELIVERY PROCEDURES.
If a holder desires to tender Private Notes, but time will not permit a
Letter of Transmittal, certificates representing the Private Notes to be
tendered or other required documents to reach the Exchange Agent on or before
the Expiration Date, or if the procedure for book-entry transfer cannot be
completed on or prior to the Expiration Date, such holder's tender may be
effected if:
(a) such tender is made by or through an Eligible Institution (as
defined below);
(b) on or before the Expiration Date, the Exchange Agent has received
a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company (or a facsimile
thereof with receipt confirmed by telephone and an original delivered by
guaranteed overnight courier) from such Eligible Institution setting forth
the name and address of the holder of such Private Notes, the name(s) in
which the Private Notes are registered and the principal amount of Private
Notes tendered and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after
the Expiration Date, certificates representing Private Notes to be
tendered, in proper form for transfer, or a Book-Entry confirmation, as the
case may be, together with a duly executed Letter of Transmittal and any
other documents required by this Letter of Transmittal and the instructions
hereto, will be deposited by such Eligible Institution with the Exchange
Agent; and
(c) a Letter of Transmittal (or a facsimile thereof) and certificates
representing the Private Notes to be tendered, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and all other required
documents are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
3. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
Tenders of Private Notes will be accepted only in integral multiples of
$1,000. If less than all the Private Notes evidenced by any Certificate
submitted are to be tendered, fill in the principal amount of Private Notes
which are to be tendered in the box entitled "Principal Amount of Private Notes
Tendered (if less than all)". In such case, new certificate(s) for the
remainder of the Private Notes that were evidenced by your old certificate(s)
will only be sent to the holder of the Private Notes (or, in the case of
Private Notes tendered pursuant to book-entry transfer, will
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only be credited to the account at DTC maintained by the holder of the Private
Notes) promptly after the Expiration Date. All Private Notes represented by
certificates or subject to a Book-Entry Confirmation delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Any holder who has tendered Private Notes may withdraw the tender by
delivering written notice of withdrawal (which may be sent by facsimile) to the
Exchange Agent at its address set forth herein prior to the Expiration Date.
Any such notice of withdrawal must specify the name of the person having
tendered the Private Notes to be withdrawn, identify the Private Notes to be
withdrawn (including the principal amount of such Private Notes) and (where
certificates for Private Notes have been transmitted) specify the name in which
such Private Notes are registered, if different from that of the withdrawing
holder. If certificates for Private Notes have been delivered or otherwise
identified to the Exchange Agent, then, prior to the withdrawal 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 Private 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 Private 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, whose determination shall be final and binding on all parties.
Any Private Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Private Notes which have
been tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Private Notes tendered by book-entry transfer into the Exchange Agent's account
at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures described above, such Private Notes will be credited to an account
maintained with such Book-Entry Transfer Facility for the Private Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Private Notes may be retendered following
one of the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering".
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the
Private Notes tendered herewith, the signature must correspond exactly with the
name as written on the face of the certificates without any alteration,
enlargement or change whatsoever.
If any tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Private 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 names in which tendered Private Notes are
registered.
If this Letter of Transmittal is signed by the registered holder, and
Exchange Notes are to be issued and any untendered or unaccepted principal
amount of Private Notes are to be reissued or returned to the registered
holder, then the registered holder need not and should not endorse any tendered
Private Notes nor provide a separate bond power. In any other case, the
registered holder must either properly endorse the Private Notes tendered or
transmit a properly completed separate bond power with this Letter of
Transmittal (in either case, executed exactly as the name of the registered
holder appears on such Private Notes), with the signature on the endorsement or
bond power guaranteed by an Eligible Institution, unless such certificates or
bond powers are signed by an Eligible Institution.
If this Letter of Transmittal or any Private Notes 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 submit with this
Letter of Transmittal evidence satisfactory to the Company of their authority
to so act.
The signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed unless the Private Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder (which term,
for purposes of this document, shall include any participant in DTC whose name
appears on the register of holders maintained by the Company as owner of the
Private Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in this Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that the
signatures in this Letter of Transmittal or a notice of withdrawal, as the
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case may be, are required to be guaranteed, such guarantees must be by a
commercial bank or trust company located or having an office or correspondent
in the United States, or by a member firm of a national securities exchange or
of the National Association of Securities Dealers, Inc., or by a member of a
signature medallion program such as "STAMP" (any of the foregoing being
referred to herein as an "Eligible Institution"). If Private Notes are
registered in the name of a person other than the signer of this Letter of
Transmittal, the Private Notes surrendered for exchange must be endorsed by, or
be accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder with the signature thereon guaranteed by an
Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Private Notes should indicate in the applicable box
the name and address or account at DTC to which Exchange Notes issued pursuant
to the Exchange Offer and/or substitute Private Notes for principal amounts not
tendered or not accepted for exchange are to be issued, sent or deposited if
different from the name and address or account 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. If no such instructions are given, any Exchange Notes will be
issued in the name of, and delivered to, the name and address (or account at
DTC, in the case of any tender by book-entry transfer) of the person signing
this Letter of Transmittal, and any Private Notes not accepted for exchange
will be returned to the name and address (or account at DTC, in the case of any
tender by book-entry transfer) of the person signing this Letter of
Transmittal.
6. 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 complete 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 (i) 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 (ii) 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) will 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 Paying
Agent) will 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) will remit such previously retained amounts to the IRS as backup
withholding. In general, if a holder is an individual, the taxpayer
identification number is the Social Security Number of such individual. If the
Exchange Agent or the Company is not provided with the correct taxpayer
identification number, the holder may be subject to a U.S. $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 Private
Notes are registered in more than one name), consult the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines").
Failure to complete the Substitute Form W-9 will not, by itself, cause
Private 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.
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7. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Private Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Private 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 Private Notes tendered herewith,
or if tendered Private 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 Private 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 7, it will not be necessary for
transfer tax stamps to be affixed to the Private Notes specified in this Letter
of Transmittal.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part, any
of the conditions to the Exchange Offer set forth in the Prospectus.
9. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders of Private
Notes or transmittals of this Letter of Transmittal will be accepted. All
tendering holders of Private Notes, by execution of this Letter of Transmittal,
shall waive any right to receive notice of the acceptance of their Private
Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of defects or irregularities in any tender, nor shall any of
them incur any liability for failure to give any such notice.
10. INADEQUATE SPACE.
If the space provided herein is inadequate, the aggregate principal amount
of Private Notes being tendered and the certificate number or numbers (if
applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter of Transmittal.
11. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES.
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify __________ at The Bank of New York, telephone
__________. The holder will then be instructed as to the steps that must be
taken to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the Private Notes have been replaced.
12. 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.
13. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Private Notes will be determined by the
Company, in its sole discretion, which determination will be final and binding.
The Company reserves the right to reject any and all Private Notes not validly
tendered or any Private Notes, the Company's acceptance of which may, in the
opinion of the Company or counsel to the Company, be unlawful. The Company also
reserves the right to waive any conditions of the Exchange Offer or defects or
irregularities in tenders of Private Notes as to any ineligibility of any
holder who seeks to tender Private Notes in the Exchange Offer, whether or not
similar conditions or irregularities are waived in the case of other holders.
Any such waiver shall not constitute a general waiver of the conditions of the
Exchange Offer by the Company. The interpretation of the terms
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and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with
tenders of Private Notes must be cured within such time as the Company shall
determine. The Company will use reasonable efforts to give notification of
defects or irregularities with respect to tenders of Private Notes, but neither
the Company nor the Exchange Agent shall incur any liability for failure to
give such notification.
14. ACCEPTANCE OF TENDERED PRIVATE NOTES AND ISSUANCE OF EXCHANGE NOTES; RETURN
OF PRIVATE NOTES.
Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Private Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered Private Notes when, as and if the
Company has given written and oral notice thereof to the Exchange Agent. If any
tendered Private Notes are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Private Notes will be returned, without expense, to
the name and address shown above or, if Private Notes have been tendered by
book-entry transfer, to the account at DTC shown above, or at a different
address or account at DTC as may be indicated under "Special Delivery
Instructions".
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 6)
PAYOR'S NAME:
================================================================================
SUBSTITUTE FORM W-9
Department of the Treasury
Internal Revenue Service
- --------------------------------------------------------------------------------
PART I--TAXPAYER IDENTIFICATION NUMBER
Enter your taxpayer identification number in the appropriate box. For most
individuals, this is your social security number. If you do not have a number,
see how to obtain a "TIN" in the enclosed Guidelines.
NOTE: If the account is in more than one name, see the chart on page 2 of the
enclosed Guidelines to determine what number to give.
- --------------------------------------------------------------------------------
- ------------------------------- --------------------------------
Social Security Number OR Employer Identification Number
- --------------------------------------------------------------------------------
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE ENCLOSED GUIDELINES)
- --------------------------------------------------------------------------------
Payor's Request for Taxpayer Identification Number (TIN) and Certification
- --------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either 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.
SIGNATURE_____________________________________________ DATE_____________________
- --------------------------------------------------------------------------------
Certificate Guidelines--You must cross out Item (2) of the above certification
if you have been notified by the IRS that you are subject to backup withholding
because of under-reporting of interest on 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 are no longer subject to
backup withholding, do not cross out Item 2.
================================================================================
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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 to the payor 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 a 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