EXHIBIT 99.1
LETTER OF TRANSMITTAL
for
$229,000,000
11 1/4% Senior Subordinated Notes Due June 15, 2011
of
CB RICHARD ELLIS SERVICES, INC.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON __________, 2001 (THE "EXPIRATION DATE")
UNLESS EXTENDED BY CB RICHARD ELLIS SERVICES, INC.
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The Exchange Agent is:
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
By Mail: By Facsimile: By Hand or Overnight Delivery:
State Street Bank and Trust State Street Bank and Trust State Street Bank and Trust
Company of California, N.A. Company of California, N.A. Company of California, N.A.
2 Avenue de Lafayette (617) 662-1452 2 Avenue de Lafayette
Corporate Trust Window, 5th Floor Corporate Trust Window, 5th Floor
Boston, MA 02111-1724 Boston, MA 02111-1724
Attn: Ralph Jones Attn: Ralph Jones
Confirm Receipt of
Facsimile by Telephone
(617) 662-1548
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission via facsimile transmission to a number other than as set
forth above will not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus dated , 2001
(the "Prospectus") of CB Richard Ellis Services, Inc. (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe
the Company's offer (the "Exchange Offer") to exchange its 11 1/4% Senior
Subordinated Notes due June 15, 2011, which have been registered under the
Securities Act of 1933, as amended (the "Securities Act") (the "Exchange
Notes") for each of its 11 1/4% Senior Subordinated Notes due June 15, 2011
(the "Outstanding Notes" and, together with the Exchange Notes, the "Notes")
from the holders thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes are freely transferable by holders
thereof (except as provided herein or in the Prospectus).
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT: STATE STREET BANK
AND TRUST COMPANY OF CALIFORNIA, N.A.
The undersigned has checked 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.
PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
aggregate principal amounts should be listed on a separate signed schedule
affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
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Aggregate Principal
Name(s) and Address(es) of amount Represented by Principal amount
Registered Holder(s) (Please fill in) Certificate Number(s)* Outstanding Notes* Tendered**
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Outstanding Notes. See
instruction 2.
Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Outstanding Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Outstanding Notes are held of
record by The Depository Trust Company ("DTC").
[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ______________________________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
If Delivered by Book-Entry Transfer: _______________________________________
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE
PERSON SIGNING THIS LETTER OF TRANSMITTAL:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
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[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT
FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR
YOUR 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: ___________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes 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. A broker-dealer may not
participate in the Exchange Offer with respect to Outstanding Notes acquired
other than as a result of market-making activities or other trading activities.
Any holder who is an "affiliate" of the Company or who has an arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, or any broker-dealer who purchased
Outstanding Notes from the Company to resell pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act must
comply with the registration and prospectus delivery requirements under the
Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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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 principal amount of the
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of all or any portion of the Outstanding Notes tendered
herewith in accordance with the terms and conditions of the Exchange Offer
(including, if the Exchange Offer is extended or amended, the terms and
conditions of any such extension or amendment), the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Outstanding Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that the Exchange Agent also acts as the agent
of the Company, in connection with the Exchange Offer) to cause the Outstanding
Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Outstanding Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Outstanding Notes,
and that, when the same are accepted for exchange, the Company will acquire
good and unencumbered title to the tendered Outstanding Notes, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or
the Company to be necessary or desirable to complete the exchange, assignment
and transfer of the tendered Outstanding Notes or transfer ownership of such
Outstanding Notes on the account books maintained by the book-entry transfer
facility. The undersigned further agrees that acceptance of any and all validly
tendered Outstanding Notes by the Company and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Company of its
obligations under the Registration Rights Agreement, dated May 31, 2001 (the
"Registration Rights Agreement"), among the Company (formerly known as BLUM CB
Corp.), CBRE Holding, Inc., Credit Suisse First Boston Corporation, Credit
Lyonnais Securities (USA) Inc., HSBC Securities (USA) Inc. and Scotia Capital
(USA) Inc. and that the Company shall have no further obligations or
liabilities thereunder except as provided in the first paragraph of Section 2
of such agreement. The undersigned will comply with its obligations under the
Registration Rights Agreement. The undersigned has read and agrees to all terms
of the Exchange Offer. The Exchange Offer is subject to certain conditions as
set forth in the Prospectus under the caption "The Exchange Offer - Certain
Conditions to the Exchange Offer." The undersigned recognizes that as a result
of these conditions (which may be waived, in whole or in part, by the Company),
as more particularly set forth in the Prospectus, the Company may not be
required to exchange any of the Outstanding Notes tendered hereby and, in such
event, the Outstanding Notes not exchanged will be returned to the undersigned
at the address shown below unless indicated otherwise above, as promptly as
practicable following the expiration or termination of the Exchange Offer. In
addition, the Company may amend the Exchange Offer at any time prior to the
Expiration Date if any of the conditions set forth under "The Exchange Offer --
Certain Conditions to the Exchange Offer" occur.
The undersigned understands that tenders of Outstanding Notes pursuant to
any one of the procedures described in the Prospectus and in the instructions
attached hereto will, upon the Company's acceptance for exchange of such
tendered Outstanding Notes, constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer. The undersigned recognizes that, under circumstances set forth
in the Prospectus, the Company may not be required to accept for exchange any
of the Outstanding Notes.
By tendering shares of Outstanding Notes and executing this Letter of
Transmittal, the undersigned represents that Exchange Notes acquired in the
exchange will be obtained in the ordinary course of business of the
undersigned, that the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of such Exchange Notes, that the undersigned is not an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act and that if the
undersigned or the person receiving such Exchange Notes, whether or not such
person is 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
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Notes. If the undersigned or the person receiving such Exchange Notes, whether
or not such person is the undersigned, is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding 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. If the undersigned is a
person in the United Kingdom, the undersigned represents that its ordinary
activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business.
Any holder of Outstanding 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 Securities and Exchange Commission enunciated in its interpretive letter
with respect to Exxon Capital Holdings Corporation (available April 13, 1989)
or similar interpretive letters and (ii) must comply with the registration and
prospectus requirements of the Securities Act in connection with a secondary
resale transaction.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Tendered
Outstanding Notes may be withdrawn at any time prior to the Expiration Date in
accordance with the terms of this Letter of Transmittal. Except as stated in
the Prospectus, this tender is irrevocable.
Certificates for all Exchange Notes delivered in exchange for tendered
Outstanding Notes and any Outstanding Notes delivered herewith but not
exchanged, and registered in the name of the undersigned, shall be delivered to
the undersigned at the address shown below the signature of the undersigned.
The undersigned, by completing the box entitled "Description of Outstanding
Notes Tendered Herewith" above and signing this letter, will be deemed to have
tendered the Outstanding Notes as set forth in such box.
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TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME
OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS
PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S)
BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A
TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A
CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY,
PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.
_______________________________________________________________________________
_______________________________________________________________________________
(signature(s) of holder(s))
Date: _________________________________________________________________________
Name(s): ______________________________________________________________________
(please print)
Capacity (full title): ________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(including zip code)
Daytime Area Code and Telephone No.: __________________________________________
Taxpayer Identification No.: __________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature: _________________________________________________________
Date: _________________________________________________________________________
Name(s): ______________________________________________________________________
Title: ________________________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
(include zip code)
Area Code and Telephone No.: __________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are
to be issued in the name of someone other than the registered holder of the
Outstanding Notes whose name(s) appear(s) above.
Issue
[_] Outstanding Notes not tendered to:
[_] Exchange Notes to:
Name(s): ______________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(include zip code)
Daytime Area Code and
Telephone No.: ________________________________________________________________
Tax Identification No.: _______________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are
to be sent to someone other than the registered holder of the Outstanding Notes
whose name(s) appear(s) above, or such registered holder(s) at an address other
than that shown above.
Mail
[_] Outstanding Notes not tendered to:
[_] Exchange Notes to:
Name(s): ______________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(include zip code)
Area Code and
Telephone No: _________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. A holder of Outstanding Notes may tender the same by (i)
properly completing and signing this Letter of Transmittal or a facsimile
hereof (all references in the Prospectus to the Letter of Transmittal shall be
deemed to include a facsimile thereof) and delivering the same, together with
the certificate or certificates, if applicable, representing the Outstanding
Notes being tendered and any required signature guarantees and any other
documents required by this Letter of Transmittal, to the Exchange Agent at its
address set forth above on or prior to the Expiration Date, or (ii) complying
with the procedure for book-entry transfer described below, or (iii) complying
with the guaranteed delivery procedures described below.
Holders of Outstanding Notes may tender Outstanding Notes by book-entry
transfer by crediting the Outstanding Notes to the Exchange Agent's account at
DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer.
DTC participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
a computer-generated message (an "Agent's Message") to the Exchange Agent for
its acceptance in which the holder of the Outstanding Notes acknowledges and
agrees to be bound by the terms of, and makes the representations and
warranties contained in, this Letter of Transmittal, the DTC participant
confirms on behalf of itself and the beneficial owners of such Outstanding
Notes all provisions of this Letter of Transmittal (including any
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent.
Delivery of the Agent's Message by DTC will satisfy the terms of the
Exchange Offer as to execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message. DTC participants may also accept
the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES
AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND
EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY
MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO
PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD
BE SENT TO THE COMPANY.
Holders whose Outstanding Notes are not immediately available or who cannot
deliver their Outstanding Notes and all other required documents to the
Exchange Agent on or prior to the Expiration Date or comply with book-entry
transfer procedures on a timely basis must tender their Outstanding Notes
pursuant to the guaranteed delivery procedure set forth in the Prospectus.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) on or prior to the Expiration
Date, the Exchange Agent must have received from such Eligible Institution a
letter, telegram or facsimile transmission (receipt confirmed by telephone and
an original delivered by guaranteed overnight courier) setting forth the name
and address of the tendering holder, the names in which such Outstanding Notes
are registered, and, if applicable, the certificate numbers of the Outstanding
Notes to be tendered; and (iii) all tendered Outstanding Notes (or a
confirmation of any book-entry transfer of such Outstanding Notes into the
Exchange Agent's account at a book-entry transfer facility) as well as this
Letter of Transmittal and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such letter, telegram or
facsimile transmission, all as provided in the Prospectus.
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No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance
of the Outstanding Notes for exchange.
2. Partial Tenders; Withdrawals. If less than the entire principal amount of
Outstanding Notes evidenced by a submitted certificate is tendered, the
tendering holder must fill in the aggregate principal amount of Outstanding
Notes tendered in the box entitled "Description of Outstanding Notes Tendered
Herewith." A newly issued certificate for the Outstanding Notes submitted but
not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Outstanding Notes, a written
notice of withdrawal must: (i) be received by the Exchange Agent at one of the
addresses for the Exchange Agent set forth above before the Company notifies
the Exchange Agent that it has accepted the tender of Outstanding Notes
pursuant to the Exchange Offer; (ii) specify the name of the person who
tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding
Notes to be withdrawn (including the principal amount of such Outstanding
Notes, or, if applicable, the certificate numbers shown on the particular
certificates evidencing such Outstanding Notes and the principal amount of
Outstanding Notes represented by such certificates); (iv) include a statement
that such holder is withdrawing its election to have such Outstanding Notes
exchanged; and (v) be signed by the holder in the same manner as the original
signature on this Letter of Transmittal (including any required signature
guarantee). The Exchange Agent will return the properly withdrawn Outstanding
Notes promptly following receipt of a notice of withdrawal. If Outstanding
Notes have been tendered pursuant to the procedure for book-entry transfer, any
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility to be credited with the withdrawn Outstanding
Notes or otherwise comply with the book-entry transfer facility's procedures.
All questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be
final and binding on all parties.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding 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 Outstanding Notes will be
credited to an account with such book-entry transfer facility specified by the
holder) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be
retendered by following one of the procedures described under the caption "The
Exchange Offer -- Procedures for Tendering" in the Prospectus at any time prior
to the Expiration Date.
3. Signature On This Letter Of Transmittal; Written Instruments And
Endorsements; Guarantee Of Signatures. If this Letter of Transmittal is signed
by the registered holder(s) of the Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificates without alteration, enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Outstanding Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Outstanding
Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
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owner of the Outstanding Notes) of Outstanding Notes listed and tendered
hereby, no endorsements of certificates or separate written instruments of
transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Outstanding Notes listed, such Outstanding
Notes must be endorsed or accompanied by separate written instruments of
transfer or exchange in form satisfactory to the Company and duly executed by
the registered holder, in either case signed exactly as the name or names of
the registered holder or holders appear(s) on the Outstanding Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless Outstanding Notes are tendered: (i) by a holder who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal; or (ii) for the account of an
Eligible Institution (as defined below). 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 an eligible guarantor
institution which is a member of a firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the
United States or another "eligible institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible
Institution"). If Outstanding Notes are registered in the name of a person
other than the signer of this Letter of Transmittal, the Outstanding 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.
4. Special Issuance And Delivery Instructions. Tendering holders should
indicate, as applicable, the name and address to which the Exchange Notes or
certificates for Outstanding Notes not exchanged are to be issued or sent, if
different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the tax
identification number of the person named must also be indicated. Holders
tendering Outstanding Notes by book-entry transfer may request that Outstanding
Notes not exchanged be credited to such account maintained at the book-entry
transfer facility as such holder may designate.
5. Transfer Taxes. The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Notes to it or its order
pursuant to the Exchange Offer. If a transfer tax is imposed for any reason
other than the transfer and exchange of Outstanding Notes to the Company or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other person) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exception therefrom is not submitted herewith the amount of such transfer taxes
will be billed directly to such tendering holder.
6. 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.
7. Mutilated, Lost, Stolen Or Destroyed Securities. Any holder whose
Outstanding Notes have been mutilated, lost, stolen or destroyed, should
contact the Exchange Agent at the address indicated below for further
instructions.
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8. Substitute Form W-9. Each holder (or other payee) of Outstanding Notes
whose Outstanding Notes are accepted for exchange is required to provide a
correct taxpayer identification number ("TIN"), generally the holder's Social
Security or federal employer identification number, and certain other
information, on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify that the holder (or other payee) is not
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty
imposed by the Internal Revenue Service and up to 30.5% federal income tax
backup withholding on payments made in connection with the Outstanding Notes.
The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or
other payee) has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked and a TIN
is not provided by the time any payment is made in connection with the
Outstanding Notes, up to 30.5% of all such payments will be withheld until a
TIN is provided.
If backup withholding applies, the Exchange Agent is required to withhold up
to 30.5% of any payments to be made to the holder of Outstanding Notes. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained by
filing a tax return with the Internal Revenue Service. The Exchange Agent
cannot refund amounts withheld by reason of backup withholding.
9. 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 set forth above. In addition, all
questions relating to the Exchange Offer, as well as requests for assistance or
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.
10. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be resolved by the Company, whose determination will be
final and binding. The Company reserves the absolute right to reject any or all
letters of Transmittal or tenders that are not in proper form of the acceptance
of which would, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the right to waive any irregularities or conditions of
tender as to the particular Outstanding Notes covered by any Letter of
Transmittal or tendered pursuant to such Letter of Transmittal. Neither the
Company, the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Company's interpretation of the
terms and conditions of the Exchange Offer shall be final and binding.
IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof
(together with certificates of Outstanding Notes or conformation of book-entry
transfer and all other required documents) or a Notice of Guaranteed Delivery
must be received by the Exchange Agent prior to the Expiration Date.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder whose tendered Outstanding Notes
are accepted for payment is required to provide Norwest Bank Minnesota,
National Association, (the "Paying Agent"), as payer, with such holder's
correct TIN on Substitute Form W-9 below and to certify that the TIN provided
on Substitute Form W-9 is correct (or that such holder is awaiting a TIN). If
such holder is an individual, the TIN is generally his or her social security
number. If the Paying Agent is not provided with the correct TIN, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such holder with respect to Outstanding Notes
tendered may be subject to backup withholding (see below).
A holder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if the holder has applied for a number or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the holder
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must also complete the Certificate of Awaiting Taxpayer Identification Number
below in order to avoid backup withholding. If the box is checked, payments
made within 60 days of the date of the form will be subject to backup
withholding unless the holder has furnished the Paying Agent with his or her
TIN. A holder who checks the box in Part 3 in lieu of furnishing his or her TIN
should furnish the Paying Agent with his or her TIN as soon as it is received.
Certain holders (including, among others, all corporations and certain
foreign individuals) may be exempt from these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
holder must submit a statement, signed under penalty of perjury, attesting to
that individual's exempt status (such as Form W-8BEN). Forms for such
statements can be obtained from the Paying Agent. Holders are urged to consult
their own tax advisors to determine whether they are exempt from these backup
withholding and reporting requirements.
If backup withholding applies, the Paying Agent is required to withhold up
to 30.5% of any payments to be made to the holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Paying Agent cannot refund
amounts withheld by reason of backup withholding.
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PAYER'S NAME:[ insert payer's name]
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SUBSTITUTE Part 1--PLEASE PROVIDE YOUR NAME AND TIN IN
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW. Name
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Department of the PART 2
Treasury Internal Certification--Under penalty of perjury, I certify that: Social Security Number
Revenue Service
(1) The number shown on this form is my correct Taxpayer OR
Identification Number (or I am waiting for a number to
be issued to me), and
Employer Identification Number
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that
I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS ----------------------------------
has notified me that I am no longer subject to backup
Payer's Request for withholding, and Part 3--
Taxpayer
Identification (3) I am a U.S. person (including a U.S. resident alien). [_] Awaiting TIN
Number (TIN)
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CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified by the
IRS that you are currently subject to backup withholding because of under-reporting interest or dividends
on your tax return. However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no longer subject to backup
withholding, do not cross out such item (2).
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(right arrow) The Internal Revenue Service does not require your consent to any provision of this document other than
Sign Here the certifications required to avoid backup withholding.
SIGNATURE
DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF UP TO 30.5% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either
(1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer identification number by the time of
payment, up to 30.5% of all reportable payments made to me will be withheld.
Signature Date ______________, 20___
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer.--Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
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Give the SOCIAL
For this type of account: SECURITY number of--
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1. Individual The Individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first individual
on the account/1/
3. Custodian account of a minor The minor/2/
(Uniform Gift to Minors Act)
4. a.The usual revocable savings trust The grantor-trustee/1/
account (grantor is also trustee)
b.So-called trust account that is not a The actual owner/1/
legal or valid trust under state law
5. Sole proprietorship The owner/3/
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Give the EMPLOYER
IDENTIFICATION number
For this type of account: of--
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6. Sole proprietorship The owner/3/
7. A valid trust, estate, or pension trust The legal entity/4/
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or other tax-
exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district, or prison)
that receives agricultural program
payments
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1. List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2. Circle the minor's name and furnish the minor's social security number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number of
your employer identification number (if you have one).
4. List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
.An organization exempt from tax under Section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7), if the account
satisfies the requirements of Section 401(f)(2).
.The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or instrumentality of any one
or more of the foregoing.
.An international organization or any agency or instrumentality thereof.
.A foreign government and any political subdivision, agency or instrumentality
thereof.
Payees that may be exempt from backup withholding include:
.A corporation.
.A financial institution.
.A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
.A real estate investment trust.
.A common trust fund operated by a bank under Section 584(a).
.An entity registered at all times during the tax year under the Investment
Company Act of 1940.
.A middleman known in the investment community as a nominee or custodian.
.A futures commission merchant registered with the Commodity Futures Trading
Commission.
.A foreign central bank of issue.
.A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
.Payments to nonresident aliens subject to withholding under Section 1441.
.Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
.Payments of patronage dividends not paid in money.
.Payments made by certain foreign organizations.
.Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
.Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
.Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
.Payments described in Section 6049(b)(5) to nonresident aliens.
.Payments on tax-free covenant bonds under Section 1451.
.Payments made by certain foreign organizations.
.Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
Exempt payees described above must file Form W-9 or a substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.
Privacy Act Notice -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold up to 30.5% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number. -- If you fail to
furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
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