EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
INSIGHT HEALTH SERVICES CORP.
OFFER FOR
ALL OUTSTANDING 9 5/8% SENIOR SUBORDINATED NOTES DUE 2008
IN EXCHANGE FOR
9 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED
SECURITIES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME
ON THE EXPIRATION DATE.
THE EXCHANGE AGENT IS:
STATE STREET BANK AND TRUST COMPANY
BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Dept. Two International Place
PO Box 778 Corporate Trust Window, 4th Floor
Boston, Massachusetts 02102 Boston, Massachusetts 02110
Attn: Kellie Mullen Attn: Kellie Mullen
BY FACSIMILE:
(for Eligible Institutions Only)
State Street Bank and Trust Company
CONFIRM BY FAX
Attn: Corporate Trust Operations
(617) 664-5290
CONFIRM BY TELEPHONE:
(617) 664-5587
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated , 1998 (the "Prospectus") of InSight Health Services
Corp. (the "Issuer") and this Letter of Transmittal (the "Letter"), which
together constitute the Issuer's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $100,000,000 of 9 5/8% Series B Senior
Subordinated Notes Due 2008 (the "Exchange Notes") of the Issuer, which have
been registered under the Securities Act of 1933, as amended, for a like
principal amount of the Issuer's issued and outstanding 9 5/8% Senior
Subordinated
Notes Due 2008 (the "Outstanding Notes" and, with the Exchange Notes, the
"Notes"). Capitalized terms used but not defined herein have the meanings given
to them in the Prospectus.
For each Outstanding Note accepted for exchange and not validly withdrawn,
the holder of such Outstanding Note will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. If the
Exchange Offer has not been consummated on or prior to December 9, 1998 or a
shelf registration statement is not declared effective when required, then the
Issuer will pay liquidated damages to each Holder of Outstanding Notes for the
first 90 days following such date in an amount equal to $.05 per week per $1,000
principal amount of Outstanding Notes held by such Holder. The amount of
liquidated damages will increase by an additional $.05 per week per $1,000
principal amount of Outstanding Notes at the beginning of each subsequent 90-day
period until the Exchange Offer is consummated or the shelf registration is
declared effective, up to a maximum amount of liquidated damages of $.30 per
week per $1000 principal amount of Outstanding Notes.
The Exchange Notes will bear interest from the last interest payment date of
the Outstanding Notes to occur prior to the issue date of the Exchange Notes at
the same rate and upon the same terms as the Outstanding Notes. Holders whose
Outstanding Notes are accepted for exchange will not receive interest on such
Outstanding Notes for any period subsequent to the last interest payment date of
the Outstanding Notes to occur prior to the issue date of the Exchange Notes or,
if no such interest has been paid, from June 12, 1998, and will be deemed to
have waived the right to receive any payment in respect of interest on the
Outstanding Notes accrued from and after such date.
Pursuant to the Registration Rights Agreement, dated as of June 12, 1998, by
and among the Issuer, the Subsidiary Guarantors and the Initial Purchasers (the
"Registration Rights Agreement"), the Issuer has agreed to keep the Exchange
Offer open for not less than 30 days and not more than 45 days after the date
notice thereof is mailed to the holders of the Outstanding Notes (or longer if
required by applicable law). The Issuer shall notify the holders of the
Outstanding Notes of any extension by means of a press release or other public
announcement prior to 9:00 A.M. New York City time, on the next business day
after the previously scheduled Expiration Date, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended.
The Exchange Offer is not conditioned upon any minimum principal amount of
Outstanding Notes being tendered for exchange. However, the Exchange Offer is
subject to certain conditions. Please see the Prospectus under the section
entitled "Exchange Offer--Certain Conditions to the Exchange Offer."
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
This Letter is to be completed by a holder of Outstanding Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Outstanding Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the section entitled "Exchange Offer--Procedures for Tendering
Outstanding Notes." Holders of Outstanding Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Outstanding Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and deliver all other documents required by this Letter to the
Exchange Agent on or prior to the Expiration Date, may tender their Outstanding
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the section entitled "Exchange Offer--Guaranteed Delivery
Procedures." Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to tender their Outstanding Notes must
complete this Letter of Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE
BOX BELOW.
List below the Outstanding Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES
(SEE INSTRUCTIONS 2, 3, AND 8)
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NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE(S) TENDERED PURSUANT TO THIS LETTER
HOLDER(S) OR CEDE & CO. PARTICIPANT(S) (ATTACH ADDITIONAL LIST, IF NECESSARY)
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TITLE OF AGGREGATE PRINCIPAL
SECURITIES AND PRINCIPAL AMOUNT OF
CERTIFICATE AMOUNT OF OUTSTANDING
NUMBER(S)(1) OUTSTANDING NOTES
NOTES TENDERED(2)
(Must be in
denominations of
principal amount
of $1,000 or
integral
multiples
thereof)
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(1) Certificate numbers not required if Outstanding Notes are being tendered by
book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered ALL of
the Outstanding Notes represented in column 2.
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________________
Window Ticket Number (if any): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Name of Institution which guaranteed delivery: _________________________________
If delivered by Book-Entry Transfer, complete the following:
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
You are entitled to as many copies as you may reasonably request. If you
need more than 10 copies, please so indicate by noting the number of copies
required below: .
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of
Outstanding Notes indicated above. The undersigned has completed, executed and
delivered this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the
Outstanding Notes tendered hereby, the undersigned hereby transfers to, or upon
the order of, the Issuer all right, title and interest in and to such
Outstanding Notes as are being tendered hereby. 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 Outstanding Notes with full
power of substitution to (i) deliver certificates for such Outstanding Notes to
the Issuer and deliver all accompanying evidences of transfer and authenticity
to, or upon the order of, the Issuer, (ii) present such Outstanding Notes for
transfer on the books of the Issuer and (iii) receive for the account of the
Issuer all benefits and otherwise exercise all rights of the beneficial
ownership of such Outstanding Notes, all in accordance with the terms of the
Exchange Offer. The power of attorney granted in this paragraph shall be deemed
to be irrevocable from and after the Expiration Date and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender and transfer the Outstanding Notes tendered hereby
and that the Issuer will acquire such Outstanding Notes free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim when the same are accepted by the Issuer. The undersigned hereby further
represents that (i) any Exchange Notes acquired in exchange for Outstanding
Notes tendered hereby will have been acquired in the ordinary course of business
of the person receiving such Exchange Notes, whether or not
such person is the undersigned, (ii) neither the holder of such Outstanding
Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such Exchange Notes and (iii)
neither the holder of such Outstanding Notes nor any such other person is an
"affiliate," as described in Rule 405 under the Securities Act of 1933, as
amended (the "Securities Act"), of the Issuer.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Outstanding 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 Exchange Notes are acquired
in the ordinary course of such holder's business and such holders have no
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes. However, the undersigned acknowledges that the Issuer
has not sought its own no-action letter and there can be no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Offer as in such other circumstances.
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 the
Exchange Notes and that it has no arrangement or understanding with respect to
the distribution of the Exchange Notes. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Outstanding
Notes, it represents that the Outstanding Notes to be exchanged for Exchange
Notes were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes pursuant to the Exchange Offer; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the assignment, transfer and sale of the Outstanding Notes
tendered hereby. All authority conferred or agreed to be conferred in this
Letter and every obligation of the undersigned hereunder shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in the
instructions contained in this Letter or in the Prospectus under the section
entitled "Exchange Offer--Withdrawal Rights."
For the purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if the Issuer has given
oral and written notice thereof to the Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
Outstanding Notes will be returned (or, in the case of Outstanding Notes
tendered by book-entry transfer through the Book-Entry Transfer Facility, will
be promptly credited to an account maintained at the Book-Entry Transfer
Facility), without expense, to the undersigned at the address shown below or at
a different address as may be indicated herein under the "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Outstanding Notes pursuant to
the procedures described in the Prospectus under the section entitled "Exchange
Offer--Procedures for Tendering Outstanding Notes" and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Issuer upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name(s) of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the Exchange Notes (and, if applicable, substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of
Outstanding Notes." In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange in the name(s) of, and return any certificates for
Outstanding Notes not tendered or not exchanged to, the person(s) so indicated.
The undersigned understands that the Issuer has no obligations pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Outstanding Notes from the name of the registered holder(s) thereof if the
Issuer does not accept for exchange any of the Outstanding Notes so tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of someone other than the
person or person(s) whose signature(s) appear(s) on this Letter below, or if
Outstanding Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue: Exchange Notes and/or Outstanding Notes to:
Name: __________________________________________________________________________
(Please Type or Print)
Name: __________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
Employer Identification or Social Security Number: _____________________________
(Complete Substitute Form W-9)
/ / Credit non-accepted Outstanding Notes delivered by book-entry transfer to
the following Book-Entry Transfer Facility account:
________________________________________________________________________________
(Book-entry Transfer Facility Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter below or to such person or persons
at an address other than shown in the box entitled "Description of Outstanding
Notes" on this Letter above.
Mail: Exchange Notes and/or Outstanding Notes to:
Name: __________________________________________________________________________
(Please Type or Print)
Name: __________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE (TOGETHER
WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND
ANY OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
I hereby TENDER the Outstanding Notes described above in the box entitled
"Description of Outstanding Notes" pursuant to the terms of the Exchange Offer.
X____________________________________ ___________________________________, 1998
X____________________________________ ___________________________________, 1998
X____________________________________ ___________________________________, 1998
Signature(s) of Owner(s) Date
Area Code and Telephone Number: ________________________________________________
If a holder is tendering any Outstanding Notes, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding Notes or on a security position listing or by any person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 4.
Name(s): _______________________________________________________________________
(Please Type or Print)
Name:(s): ______________________________________________________________________
(Please Type or Print)
Capacity: ______________________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signature(s) Guaranteed by an Eligible Institution:
________________________________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Area Code and Telephone Number)
Dated: ___________________________________________________________________, 1998
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Notes is required
to provide the Trustee (as defined in the Prospectus) (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her U.S. social security number.
If the Trustee is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments made to such holder with
respect to Notes may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. A Form W-8 can
be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income 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 from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Notes, the
holder is required to provide the Trustee with: (i) the holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such holder is awaiting a TIN) and that (A) such holder
is exempt from backup withholding, (B) the holder has not been notified by the
Internal Revenue Service that the holder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the Internal
Revenue Service has notified the holder that the holder is no longer subject to
backup withholding; and (ii) if applicable, an adequate basis for exemption.
PAYOR'S NAME: STATE STREET BANK AND TRUST COMPANY, N.A.
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SUBSTITUTE Part I--PLEASE PROVIDE
FORM W-9 YOUR TIN IN THE BOX AT
Department of the Treasury RIGHT AND CERTIFY BY -------------------
Internal Revenue Service SIGNING AND DATING Social Security Number
Payor's Request for Taxpayer BELOW. OR -------------------
Identification Number (TIN) Employer Identification Number
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CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either 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 failure to report all
interest or dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding.
PART II--AWAITING PART III--EXEMPT / /
TIN / /
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
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 stating that you are no longer
subject to backup withholding, do not cross out item (2).
Signature _______________________________ Date ______________________________
Please fill out your name and address below:
________________________________________________________________________________
Name
________________________________________________________________________________
Address (Number and street)
________________________________________________________________________________
City, State and Zip Code
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE
SOLICITATION. 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 II OF SUBSTITUTE FORM W-9.
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 (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to the
payor by the time of payment, 31% of all reportable payments made to me will
be withheld until I provide a number and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be remitted
to the IRS as backup withholding.
Signature ________________________________________ Date ___________________
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE (TOGETHER
WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND
ANY OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.
This letter must be used to forward, and must accompany, all certificates for
Outstanding Notes tendered pursuant to the Exchange Offer.
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES.
This letter is to be completed by holders either if certificates are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in the Prospectus under the section
entitled "Exchange Offer--Book-Entry Transfer." Certificates for all physically
tendered Outstanding Notes, or Book-Entry Confirmation, as the case may be, as
well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Outstanding Notes tendered hereby must be
in denominations of $1,000 or integral multiples thereof.
The method of delivery of this Letter, the Outstanding Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received and confirmed by the
Exchange Agent. If Outstanding Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. No Letters or Outstanding Notes should be sent to the Issuer.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available, (ii) cannot deliver their Outstanding
Notes, this Letter or any other documents required hereby to the Exchange Agent
prior to the Expiration Date or (iii) cannot comply with the procedures for
book-entry tender on a timely basis must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedures: (i) such tender must be made through an Eligible
Institution (as defined below); (ii) prior to the Expiration Date, the Exchange
Agent must have received from the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile
transmission (immediately followed by mail or hand delivery)) setting forth the
name and address of the holder, the certificate number(s) of such Outstanding
Notes (except in the case of book-entry tenders) and the principal amount of
Outstanding Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five business days after the Expiration Date, this
Letter (or a facsimile hereof) together with the certificate(s) representing the
Outstanding Notes (except in the case of book-entry tenders) and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter (or
facsimile hereof), as well as all other documents required by this Letter and
the certificate(s) representing all tendered Outstanding Notes in proper form
for transfer or a Book-Entry Confirmation with respect to such Outstanding
Notes, must be received by the Exchange Agent within five business days after
the Expiration Date, all as provided in the Prospectus under the section
entitled "Exchange Offer--Guaranteed Delivery Procedures." Any holder who wishes
to tender his Outstanding Notes pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to holders who wish to tender their Outstanding Notes
according to the guaranteed delivery procedures set forth above. As used in this
Letter, "Eligible Institution" shall mean a firm which is a member of a
registered securities exchange or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States or which is otherwise an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.
All questions as to the validity, eligibility (including time of receipt),
acceptance and withdrawal of tendered Outstanding Notes will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes the Issuer's
acceptance of which would, in the opinion of counsel for the Issuer, be
unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Issuer shall
determine. Neither the Issuer, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Outstanding Notes, nor shall any of them incur any liability for
failure to give such notification. Tenders of Outstanding Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Outstanding Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering holders,
unless otherwise provided in this Letter, as soon as practicable following the
Expiration Date.
See the section entitled "Exchange Offer" in the Prospectus.
2. TENDER BY HOLDER.
Only a holder of Outstanding Notes may tender such Outstanding Notes in the
Exchange Offer. Any beneficial owner whose Outstanding Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender should contact the registered holder promptly and
instruct such registered holder to tender on behalf of such beneficial owner. If
such beneficial owner wishes to tender on such owner's own behalf, such owner
must, prior to completing and executing this Letter and delivering such owner's
Outstanding Notes, either make appropriate arrangements to register ownership of
the Outstanding Notes in such owner's name or obtain a properly completed bond
power from the registered holder. The transfer of registered ownership may take
considerable time.
3. PARTIAL TENDERS AND WITHDRAWALS.
Tenders of Outstanding Notes will be accepted only in denominations of
$1,000 or integral multiples thereof. If less than all of a holder's Outstanding
Notes are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Outstanding Notes to be tendered in the box above entitled
"Description of Outstanding Notes--Principal Amount of Outstanding Notes
Tendered." A reissued certificate representing the balance of nontendered
Outstanding Notes will be sent to such tendering holder (except in the case of
book-entry tenders), unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Outstanding Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Any holder who has tendered Outstanding Notes may withdraw the tender by
delivering written notice of withdrawal to the Issuer prior to 5:00 p.m., New
York City time, on the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be received by the Exchange Agent at its
address set forth on the first page of this Letter. Any such notice of
withdrawal must (i) specify the name of the person having deposited the
Outstanding Notes to be withdrawn (the "Depositor"); (ii) identify the
Outstanding Notes to be withdrawn (including the certificate number or numbers
and principal amount of
such Outstanding Notes (except in the case of book-entry tenders)); (iii) be
signed by the holder in the same manner as the original signature on this Letter
by which such Outstanding Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee (as defined in the Prospectus) register the transfer of such Outstanding
Notes into the name of the person withdrawing the tender, and (iv) specify the
name in which any such Outstanding Notes are to be registered, if different from
that of the Depositor. If Outstanding Notes have been delivered or otherwise
identified to the Exchange Agent, the name of the registered holder and the
certificate numbers of the particular Outstanding Notes withdrawn must also be
furnished to the Exchange Agent as aforesaid prior to the physical release of
the withdrawn Outstanding Notes. If the Outstanding Notes have been tendered
pursuant to the procedures for book-entry tender set forth in the Prospectus, a
notice of withdrawal must specify, in lieu of certificate numbers, the name and
account number at the Book-Entry Transfer Facility to be credited with the
withdrawn Outstanding Notes. Outstanding Notes properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Exchange Offer;
provided, however, that withdrawn Outstanding Notes may be retendered by again
following one of the procedures herein at any time prior to 5:00 p.m., New York
City time, on the Expiration Date. All questions as to the validity, form and
eligibility (including time of receipt) of notice of withdrawal will be
determined by the Issuer, whose determinations will be final and binding on all
parties. Neither the Issuer, the Exchange Agent nor any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. See the section entitled "Exchange Offer--Withdrawal Rights" in
the Prospectus.
4. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURE.
If this Letter is signed by the registered holder of the Outstanding Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates (if applicable) without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificate(s).
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuer,
proper evidence satisfactory to the Issuer of their authority to so act must be
submitted.
Endorsements on certificates for Outstanding Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible Institution,
provided the Outstanding Notes are tendered: (i) by a registered holder of such
Outstanding Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Outstanding Notes) who has not
completed the box entitled "Special Issuance Instructions" on this Letter or
(ii) for the account of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Outstanding Notes should indicate in the applicable box
the name and address in or to which Exchange Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Outstanding Notes not
exchanged are to be issued or sent, if different from the name or address of the
Person signing this Letter. In the case of issuance in a different name, the
employer identification or social security 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
hereon. If no such instructions are given, such Outstanding Notes not exchanged
will be returned to the name or address of the person signing this Letter.
6. WAIVER OF CONDITIONS.
Subject to the terms and conditions set forth in the Prospectus, the Issuer
reserves the absolute right to waive satisfaction of any or all conditions
enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Outstanding Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Outstanding Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of defects or irregularities with respect to any tender of
Outstanding Notes, nor shall any of them incur any liability for failure to give
any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. REQUEST 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, may be directed to the
Exchange Agent, at the address indicated on the first page of this Letter.