EXHIBIT (99)-1
LETTER OF TRANSMITTAL
HEALTHSOUTH CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
6.875% SENIOR NOTES DUE 2005
AND 7.0% SENIOR NOTES DUE 2008
FOR
6.875% SENIOR NOTES DUE 2005
AND 7.0% SENIOR NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED AUGUST , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998 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 TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.
PNC BANK, N.A.
By Registered or Certified Mail: Facsimile Transmission Number: By Hand/Overnight Delivery:
500 West Jefferson Street (502) 581-2705 500 West Jefferson Street
Louisville, Kentucky 40202 Louisville, Kentucky 40202
Attn: Corporate Trust Department Attn: Corporate Trust Department
For Information Call:
David G. Metcalf
(502) 581-3029
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 August , 1998 (as amended or supplemented from time to time,
the "Prospectus") of HEALTHSOUTH Corporation, a Delaware corporation (the
"Issuer"), and this Letter of Transmittal (as amended or supplemented from time
to time, the "Letter of Transmittal"), which together constitute the Issuer's
offer (the "Exchange Offer") to exchange up to $250,000,000 aggregate principal
amount of 6.875% Senior Notes due 2005 and up to $250,000,000 aggregate
principal amount of 7.0% Senior Notes due 2008 (the "New Notes") of the Issuer,
for an equal principal amount of the Issuer's issued and outstanding 6.875%
Senior Notes due 2005 and 7.0% Senior Notes due 2008, respectively
(collectively, the "Old Notes"). The terms of the New Notes are identical in all
material respects (including principal amount, interest rate and maturity) to
those of the Old Notes, except that the New Notes will be registered under the
Securities Act of 1933, as amended (the "Securities Act").
Holders of New Notes will not be entitled to certain rights of Holders of
the Old Notes under 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 Old Notes (a)
if Old Notes are to be forwarded herewith or (b) if tenders of Old Notes are to
be made by book-entry transfer to an account maintained by PNC Bank, N.A. (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 Old Notes pursuant to the Exchange Offer but
time will not permit this Letter of Transmittal, the certificates representing
Old 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 Notes in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under "Exchange Offer--Guaranteed Delivery Procedures".
DELIVERY OF DOCUMENTS TO DTC 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 Old Notes to which the Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Old Notes should be listed on a separate schedule affixed hereto.
DESCRIPTION OF OLD NOTES (1) (2) (3) (4)
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Name(s) and Address(es) of Registered Holder(s) Principal Amount
(Please fill in, if blank) Aggregate of Old
Principal Notes
Certificate Maturity Amount of Tendered
Number(s)* Date Old Notes (if less than all)**
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* Need not be completed if Old Notes are being tendered by book-entry holders.
** Old 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 Old Notes represented by
the Old Notes indicated in column 3.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTRUCTIONS ONLY)
[ ] CHECK HERE IF TENDERED OLD 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
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Account Number
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Transaction Code Number
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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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
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OLD 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:
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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 Issuer the aggregate principal amount of Old
Notes indicated above in exchange for a like aggregate principal amount of New
Notes of the same maturity. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Issuer all right, title and
interest in and to such Old 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 Issuer) with respect to the tendered Old
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 Old
Notes to the Issuer and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Issuer, (ii) present such Old Notes
for transfer on the books of the Issuer, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old 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 Old Notes
tendered hereby and that, when the same are accepted for exchange, the Issuer
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 Issuer to be necessary or
desirable to complete the exchange, assignment and transfer of the Old 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 Old Notes by the
Issuer and the issuance of New Notes in exchange therefor will constitute
performance in full by the Issuer of its obligations under the Registration
Rights Agreement and that the Issuer will have no further obligations or
liabilities thereunder.
The name(s) and address(es) of the registered holders of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Old Notes. The Certificate number(s) and the
principal amount(s) of the Old 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 New Notes issued in exchange for the Old Notes pursuant
to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders are not participating in, and
have no arrangement or understanding with any person to participate in, the
distribution of such New Notes. THE UNDERSIGNED ACKNOWLEDGES THAT ANY HOLDER OF
OLD NOTES USING THE EXCHANGE OFFER TO PARTICIPATE IN A DISTRIBUTION OF THE NEW
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 New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of marketing-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale
of such New Notes; however, by so acknowledging and by delivering a prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The undersigned represents that (i) it is not an affiliate (as defined in
Rule 405 under the Securities Act) of the Issuer; (ii) it is not a broker-dealer
tendering Old Notes acquired for its own account directly from the Issuer; (iii)
any New 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 new Notes and has no arrangement or understanding to
participate in a distribution of New Notes. If a holder of Old Notes is engaged
in or intends to engage in a distribution of New Notes or has any arrangement or
understanding with respect to the distribution of New 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 Issuer 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 New Notes received in exchange
for Old Notes, where such Old 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 ending one year after the Expiration Date (subject to extension under
certain limited circumstances described in the Prospectus) or, if earlier, when
all such New Notes have been disposed of by such Participating Broker-Dealer. In
that regard, each broker-dealer who acquired Old Notes for its own account as a
result of market-making or other trading activities (a "Participating
Broker-Dealer"), by tendering such Old Notes and executing this Letter of
Transmittal, agrees that, upon receipt of notice from the Issuer 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 New Notes pursuant to the Prospectus until the Issuer 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 Issuer has given notice that the sale of the New Notes may
be resumed, as the case may be. If the Issuer gives such notice to suspend the
sale of the New Notes, the one-year period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of New 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 New Notes
or to and including the date on which the Issuer has given notice that the sale
of New Notes may be resumed, as the case may be.
The undersigned understands that tenders of the Old 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 Issuer 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 Issuer will not be
required to accept for exchange any of the Old Notes tendered. Old 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 Old 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 New Notes (and, if
applicable, any substitute certificates representing Old 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 Old Notes, be credited to the account at DTC shown above in the box
entitled "Description of Old Notes".
Holders of the Old Notes whose Old Notes are accepted for exchange will not
receive accrued interest on such Old Notes for any period from and after the
last Interest Payment Date to which interest has been paid or duly provided for
on such Old Notes prior to the original issue date of the New Notes or, if no
such interest has been paid or duly provided for, will not receive any accrued
interest on such Old Notes, and the undersigned waives the right to receive any
interest on such Old 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 New Notes.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. 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. 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 OLD NOTES"
ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH NOTES AND THIS
LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE
OLD 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 OLD NOTES BY CAUSING THE BOOK-ENTRY TRANSFER FACILITY TO TRANSFER
SUCH OLD 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 OLD 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.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
X Date: , 1998
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X Date: , 1998
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Signature(s) of Owner
The above lines must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the Old 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 Old 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):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
Area Code and Telephone Number:
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Tax Identification or
Social Security Number(s):
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SIGNATURE GUARANTEED
(If required by Instruction 4)
Signatures Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address and Telephone Number)
Dated: , 1998
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- ------------------------------------- -------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5) (SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Old Notes To be completed ONLY if certificates for Old Notes not
not exchanged and/or New Notes are to be issued in the exchanged and/or New Notes are to be sent to someone other
name of and sent to someone other than the person or per than the person or persons whose signature(s) appear(s) on
sons whose signature(s) appear(s) on the Letter of Trans this Letter of Transmittal above or to such person or persons
mittal above. at an address other than that shown in the box above entitled
"Description of Old Notes".
Issue New Notes and/or Old Notes to:
Deliver New Notes and/or Old Notes to:
Name(s): Name(s):
-------------------------------------------- ------------------------------------------------------
(Please Type or Print) (Please Type or Print)
- ------------------------------------------------------ --------------------------------------------------------------
(Please Type or Print) (Please Type or Print)
Address:
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- ------------------------------------------------------ Address:
(Zip Code) ------------------------------------------------------
(Zip Code)
Telephone Number:
-------------------------------------
Telephone Number:
---------------------------------------------
Tax Identification or
Social Security Number(s):
---------------------------- Tax Identification or
Social Security Number(s):
(Complete Substitute Form W-9) -------------------------------------
- ------------------------------------------------------ --------------------------------------------------------------
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S)
FOR OLD 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.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.
This Letter of Transmittal must accompany, (i) all certificates
representing Old Notes tendered pursuant to the Exchange Offer and (ii) all
tenders of Old 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 Old Notes in proper form for transfer, or a timely
confirmation of a book-entry transfer of such Old 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 Old 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 Issuer 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 Old Notes, but time will not permit a Letter
of Transmittal, certificates representing the Old Notes to be tendered or other
required documents to reach the Exchange Agent on or before the Expiration Date,
or it 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 Issuer (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 Old Notes, the name(s)
in which the Old Notes are registered and the principal amount of Old
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 Old 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 Old 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 Old Notes will be accepted only in integral multiples of $1,000.
If less than all the Old Notes evidenced by any Certificate submitted are to be
tendered, fill in the principal amount of Old Notes which are to be tendered in
the box entitled "Principal Amount of Old Notes Tendered (if less than all)". In
such case, new certificate(s) for the remainder of the Old Notes that were
evidenced by your old certificate(s) will only be sent to the holder of the Old
Notes (or, in the case of Old Notes
tendered pursuant to book-entry transfer, will only be credited to the account
at DTC maintained by the holder of the Old Notes) promptly after the Expiration
Date. All Old 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 Old 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 Old
Notes to be withdrawn, identify the Old Notes to be withdrawn (including the
principal amount of such Old Notes) and (where certificates for Old Notes have
been transmitted) specify the name in which such Old Notes are registered, if
different from that of the withdrawing holder. If certificates for Old 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 Old 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 Old 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 Issuer, whose determination shall be final and binding on all
parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Old 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 Old 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 Old Notes will be credited to an account
maintained with such Book-Entry Transfer Facility for the Old Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Old 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 Old
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 Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter of Transmittal. If any tendered Old 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 Old Notes are registered.
If this Letter of Transmittal is signed by the registered holder, and New
Notes are to be issued and any untendered or unaccepted principal amount of Old
Notes are to be reissued or returned to the registered holder, then the
registered holder need not and should not endorse any tendered Old Notes nor
provide a separate bond power. In any other case, the registered holder must
either properly endorse the Old 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 Old Notes), with
the signature on the endorseement 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 Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, offers 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 Issuer 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 Old 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 Issuer as owner
of the Old 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 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 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 Old Notes are registered in the name of a person
other than the signer of this Letter of Transmittal, the Old 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
Issuer 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 Old Notes should indicate in the applicable box the
name and address or account at DTC to which New Notes issued pursuant to the
Exchange Offer and/or substitute Old 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 New 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 Old 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 Issuer
on account of New 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 Issuer (or the
Paying Agent under the Indenture governing the New 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 Issuer with its TIN within 60-days after the date of the Substitute Form
W-9, the Issuer (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 Issuer with its TIN within such 60-day
period, the Issuer (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 Issuer 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 Old Notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Issuer (or the Paying
Agent) to withhold 31% of the amount of any payments made on account of the New
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.
7. TRANSFER TAXES.
The Issuer will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New
Notes and/or substitute Old 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 Old Notes tendered herewith, or if tendered Old 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 Old Notes to the Issuer 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 Old Notes specified in this Letter of
Transmittal.
8. WAIVER OF CONDITIONS.
The Issuer 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 Old Notes
or transmittals of this Letter of Transmittal will be accepted. All tendering
holders of Old Notes, by execution of this Letter of Transmittal, shall waive
any right to receive notice of the acceptance of their Old Notes for exchange.
Neither the Issuer, 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 Old 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, STOKEN OR DESTROYED OLD NOTES.
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify David G. Metcalf at PNC Bank, N.A., telephone
(502) 581-3029. 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 Old 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 Old Notes will be determined by the Issuer,
in its sole discretion, which determination will be final and binding. The
Issuer reserves the right to reject any and all Old Notes not validly tendered
or any Old Notes, the Issuer's acceptance of which may, in the opinion of the
Issuer or counsel to the Issuer, be unlawful. The Issuer also reserves the right
to waive any conditions of the Exchange Offer or defects or irregularities in
tenders of Old Notes as to any ineligibility of any holder who seeks to tender
Old 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
Issuer. The interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) by the Issuer
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Issuer shall determine. The Issuer will use reasonable efforts to
give notification of defects or irregularities with respect to tenders of Old
Notes, but neither the Issuer nor the Exchange Agent shall incur any liability
for failure to give such notification.
14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF OLD
NOTES.
Subject to the terms and conditions of the Exchange Offer, the Issuer will
accept for exchange all validly tendered Old Notes as soon as practicable after
the Expiration Date and will issue New Notes therefor as soon as practicable
thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to
have accepted tendered Old Notes when, as and if the Issuer has given written
and oral notice thereof to the Exchange Agent. If any tendered Old Notes are not
exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old
Notes will be returned, without expense, to the name and address shown above or,
if Old 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".
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR's NAME:
- --------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 PART I--TAXPAYER IDENTIFICATION
NUMBER
Department of the Treasury ------------------
Internal Revenue Service Enter your taxpayer identification Social Security Number
number in the appropriate box. For
most individuals, this is your social
security number. If you do not have a OR
number, see how to obtain a "TIN" in
the enclosed Guidelines. ------------------
Employer Identification
Number
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.
----------------------------------------------------------------
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE ENCLOSED
GUIDELINES)
----------------------------------------------------------------
Payor's Request for Taxpayer CERTIFICATION--UNDER THE PENALTIES OF PERJURY,
Identification Number (TIN) and I CERTIFY THAT:
Certification (1) the number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be
issued to me), 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 underreporting 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.
- --------------------------------------------------------------------------------
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 New 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 NEW NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.