LETTER OF TRANSMITTAL
Rite Aid Corporation
Offer for All Outstanding
12.50% Senior Secured Notes Due 2006
in Exchange for
12.50% Senior Secured Notes Due 2006
Which Have Been Registered Under
the Securities Act of 1933, as Amended,
Pursuant to the Prospectus
Dated , 2001
The Exchange Offer will expire at 5:00 p.m. New York City time, on
[ ] (the "Expiration Date"),
unless extended. Tenders may be withdrawn prior to 5:00 p.m., New York City
time, on the Expiration Date.
Delivery to:
State Street Bank and Trust Company
By Facsimile: By Mail: By Hand before 4:30 p.m.:
(617) 662-1452 2 Avenue de Lafayette 2 Avenue de Lafayette
Corporate Trust Department Corporate Trust Department
Confirm by Telephone: 5th Floor 5th Floor
(617) 662-1548 Boston, Massachusetts 02102 Boston, Massachusetts 02102
Attention: Ralph Jones Attention: Ralph Jones Attention: Ralph Jones
By Overnight Courier and By Hand after 4:30 p.m. on the Expiration Date:
2 Avenue de Lafayette
Corporate Trust Department, 5th Floor
Boston, Massachusetts 02102
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF
TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed the
prospectus, dated [ ] (the "Prospectus"), of Rite Aid Corporation,
a Delaware corporation (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange
Offer"), to exchange an aggregate principal amount of up to $152,025,000 of
the Company's 12.50% Senior Secured Notes due 2006 which have been registered
under the Securities Act of 1933, as amended, (individually a "Note" and
collectively, the "Notes"), for a like principal amount at maturity of the
Company's issued and outstanding 12.50% Senior Secured Notes due 2006
(individually an "Old Note" and collectively, the "Old Notes") from the
registered holders thereof.
For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount equal to the principal amount at
maturity of the surrendered Old Note. The New Notes will bear interest from
the most recent date to which interest has been paid on the Old Notes.
Accordingly, registered holders of New Notes on the relevant record date for
the first interest payment date following the consummation of the Exchange
Offer will receive interest accruing from the most recent date to which
interest has been paid on the Old Notes. The Old Notes accepted for exchange
will cease to accrue interest from and after the date of consummation of the
Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange
will not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which
occurs on or after the consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Notes either if
certificates for such Old Notes are to be forwarded herewith or if a tender is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company
("DTC") pursuant to the procedures set forth in "The Exchange Offer--Book-
Entry Transfers" section of the Prospectus and an Agent's Message is not
delivered. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER
OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF OLD NOTES FOR EXCHANGE
PURSUANT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER THE HEADING "THE
EXCHANGE OFFER" ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE NEW
NOTES. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED OLD NOTES FOR
EXCHANGE OR WHO VALIDLY TENDER OLD NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS
LETTER MAY WITHDRAW ANY OLD NOTES SO TENDERED AT ANY TIME PRIOR TO THE
EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" FOR
A MORE COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS. Tenders
by book-entry transfer also may be made by delivering an Agent's Message in
lieu of this Letter. The term "Agent's Message" means a message, transmitted
by DTC to and received by the Exchange Agent and forming a part of a Book-
Entry Confirmation (as defined below), which states that DTC has received an
express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by this
Letter and that the Company may enforce this Letter against such participant.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the book-entry
tender of their Old Notes into the Exchange Agent's account at DTC (a "Book-
Entry Confirmation") and all other documents required by this Letter to the
Exchange Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to DTC does not constitute delivery to
the Exchange Agent.
The method of delivery of Old Notes, Letters of Transmittal and all other
required documents are at the election and risk of the holders. 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 assure timely delivery. No letters of transmittal or Old Notes
should be sent to the Company.
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.
List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount at maturity
of Old Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES
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Type Name(s) and Address(es) 1 2 3
of Registered Holder(s) Certificate Aggregate Principal
(Please fill in, if blank) Number(s)* Principal Amount
Amount Represented Tendered**
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<c>
12.50% Senior Secured Notes
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Total Shares:
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* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to
have tendered ALL of the Old Notes represented by the Old Notes indicated
in column 2. See Instruction 2. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
2
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
------------------------------------------------
Account Number Transaction Code Number
--------------------------- ----------
By crediting the Old Notes to the Exchange Agent's account at DTC using the
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including transmitting to the
Exchange Agent an Agent's Message in which the holder of the Old Notes
acknowledges and agrees to be bound by the terms of, and makes the
representations and warranties contained in, this Letter, the participant in
DTC confirms on behalf of itself and the beneficial owners of such Old Notes
all provisions of this Letter (including all 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 to the
Exchange Agent.
|_| CHECK HERE 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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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
------------------ -------------------
Name of Tendering Institution
|_| CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
|_| 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:
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Address:
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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
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering such 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 broker-dealer that will receive New Notes, it represents that
the Old Notes to be exchanged for the New Notes were acquired as a result of
market-making activities or other trading activities.
3
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 Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Notes as are being tendered
hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Notes, with full power of substitution, among
other things, to cause the Old Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Old
Notes, and to acquire New Notes issuable upon the exchange of such tendered
Old Notes, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim
when the same are accepted by the Company. The undersigned hereby further
represents that any New Notes acquired in exchange for Old Notes tendered
hereby will have been acquired in the ordinary course of business of the
person receiving such New Notes, whether or not such person is the
undersigned, that neither the Holder of such Old Notes nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such New
Notes and that neither the Holder of such Old Notes nor any such other person
is an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred
by Holders thereof (other than any such Holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary
course of such Holders' business and such Holders have no arrangement with any
person to participate in the distribution of such New Notes. However, the SEC
has not considered the Exchange Offer in the context of a no-action letter and
there can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in 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 New Notes
and has no arrangement or understanding to participate in a distribution of
New Notes. If any Holder is an affiliate of the Company, is engaged in or
intends to engage in or has any arrangement or understanding with respect to
the distribution of the New Notes to be acquired pursuant to the Exchange
Offer, such Holder (i) could not rely on the applicable interpretations of the
staff of the SEC and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive New Notes
for its own account in exchange for Old Notes, it represents that the Old
Notes to be exchanged for the New 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 New Notes; however, by so acknowledging and
by delivering a prospectus meeting the requirements of the Securities Act, 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 Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old 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 Exchange Offer--Withdrawal Rights"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Notes, please credit the account indicated above maintained at
DTC. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
AS SET FORTH IN SUCH BOX ABOVE.
4
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if To be completed ONLY if
certificates for Old Notes not certificates for Old Notes not
exchanged and or New Notes are to be exchanged and/or New Notes are to be
issued in the name of and sent to sent to someone other than the
someone other than the person or person or persons whose signature(s)
persons whose signature(s) appear(s) appear(s) on this Letter above or to
on this Letter above, or if Old Notes such person or persons at an address
delivered by book-entry transfer other than shown in the box entitled
which are not accepted for exchange "Description of Old Notes" on this
are to be returned by credit to an Letter above.
account maintained at DTC other than
the account indicated above.
Issue New Notes and/or Old Notes to: Mail 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: Address:
--------------------------- ------------------------------
(Zip Code) (Zip Code)
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(Complete Substitute Form W-9)
|_| Credit unexchanged Old Notes
delivered by book-entry transfer
to DTC account set forth below.
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(Book-Entry Transfer Facility Account
Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL 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.
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES MUST
COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or agreed
to be conferred shall survive the death, incapacity, or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. See Instruction 10.
5
PLEASE SIGN HERE
(To be Completed by All Tendering Holders)
(Complete Accompanying Substitute Form W-9 Below)
, , 2001
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, , 2001
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(Signature(s) of Owner) (Date)
Area Code and Telephone Number
This Letter must be signed by the registered holder(s) as the
name(s)appear(s) on the certificate(s) for the Old Notes hereby tendered 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 3.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
Principal place of business (if different
from address listed above):
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(Including Zip Code)
Area Code and Telephone No.:
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Taxpayer Identification or Social Security Nos.:
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SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by An Eligible Institution:
----------------------------
(Authorized Signature)
Title:
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Name and Firm:
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Dated: , 2001
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6
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer for the
12.50% Senior Secured Notes Due 2006
in Exchange for
the 12.50% Senior Secured Notes Due 2006
Which Have Been Registered Under
The Securities Act of 1933, as Amended,
Pursuant to the Prospectus
Dated [ ], 2001
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Notes 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 Exchange Offer--Book-Entry Transfers" section of the Prospectus and an
Agent's Message is not delivered. Tenders by book-entry transfer also may be
made by delivering an Agent's Message in lieu of this Letter. The term
"Agent's Message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received
and agrees to be bound by, and makes the representations and warranties
contained in, the Letter and that the Company may enforce the Letter against
such participant. Certificates for all physically tendered Old 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 or Agent's Message
in lieu thereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein prior to the
Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof.
Holders whose certificates for Old Notes are not immediately available or
who cannot deliver their certificates and all other required documents to the
Exchange Agent before the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old
Notes pursuant to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Pursuant to such procedures, (i) such tender must be made through an Eligible
Institution, (ii) prior to 5:00 p.m., New York City time, on the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a
properly completed and duly executed Letter (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Old Notes and the amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, together with a properly completed and duly
executed Letter (or facsimile thereof or Agent's Message in lieu thereof) with
any required signature guarantees and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, together
with a properly completed and duly executed Letter (or facsimile thereof or
Agent's Message in lieu thereof) with any required signature guarantees and
all other documents required by this Letter, are received by the Exchange
Agent within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
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.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount at maturity of Old Notes to be tendered in the box above entitled
"Description of Old Notes--Principal Amount at Maturity Tendered." A reissued
certificate representing the balance of nontendered Old Notes will be sent to
such tendering holder, unless otherwise provided in the appropriate box on
this Letter, promptly after the Expiration Date. All of the Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
7
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the Holder of the Old Notes tendered hereby, the
signature must correspond exactly with the name as written on the face of the
certificates or on DTC's security position listing as the holder of such Old
Notes without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
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 as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificate(s)
must be guaranteed by a participant in a securities transfer association
recognized signature program.
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 or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
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 Company,
proper evidence satisfactory to the Company of their authority to so act must
be submitted.
Endorsements on certificates for old notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each an "Eligible Institution").
Signatures on this letter need not be guaranteed by an Eligible Institution,
provided the Old Notes are tendered: (i) by a registered holder of Old Notes
(which term, for purposes of the exchange offer, includes any participant in
DTC's system whose name appears on a security position listing as the holder
of such Old Notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this letter, or (ii) for
the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer and/
or substitute certificates evidencing Old 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 also must be
indicated. Note holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at DTC as
such note holder may designate hereon. If no such instructions are given, such
Old Notes not exchanged will be returned to the name and address of the person
signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.
Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Exchange Agent (as payor)
with such holder's correct Taxpayer Identification Number (a "TIN"), which, in
the case of a holder who is an individual, is such holder's social security
number. If the Exchange Agent is not provided with the correct TIN or an
adequate basis for an exemption, such holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the amount of any reportable payments made after the exchange
to such tendering holder. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding.
8
If the holder does not have a TIN, such holder should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the holder does not
provide such holder's TIN to the Exchange Agent within 60 days, backup
withholding will begin and continue until such holder furnishes such holder's
TIN to the Exchange Agent. Note: Writing "Applied For" on the form means that
the holder has already applied for a TIN or that such holder intends to apply
for one in the near future.
If the Old Notes are held in more than one name or are not in the name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
holder should write "Exempt" in Part 2 of Substitute Form W-9. See the W-9
Guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8 BEN, "Certificate of Foreign Status of Beneficial Owner for United States
Tax Withholding," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Exchange Agent.
6. TRANSFER TAXES.
The Company 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 hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the transfer
of Old Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered holder or
any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder. Except as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the Old Notes specified in
this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the right (in its reasonable discretion) to waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS; DEFECTS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter or
an Agent's Message in lieu thereof, shall waive any right to receive notice of
the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. WITHDRAWAL RIGHTS.
Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a written notice
of withdrawal must be received by the Exchange Agent at the address set forth
above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having tendered
the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes
to be withdrawn (including certificate number or numbers and the principal
amount at maturity of such Old Notes), (iii) contain a statement that such
holder is withdrawing such holder's election to have such Old Notes exchanged,
(iv) be signed by the holder in the same manner as the original signature on
the Letter by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer to have the
Trustee with respect to the Old Notes register the transfer of such Old Notes
in
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the name of the person withdrawing the tender and (v) specify the name in
which such Old Notes are registered, if different from that of the Depositor.
If Old Notes have been tendered pursuant to the procedure for book-entry
transfer set forth in "The Exchange Offer--Book-Entry Transfers" section of
the Prospectus, any notice of withdrawal must specify the name and number of
the account at DTC 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 Company (which power may be delegated to the Exchange
Agent), 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 and no New Notes will be issued
with respect thereto unless the Old Notes so withdrawn are validly retendered.
Any Old Notes that 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 DTC pursuant to the book-entry transfer procedures
set forth in "The Exchange Offer--Book-Entry Transfers" section of the
Prospectus, such Old Notes will be credited to an account maintained with DTC
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 by following the procedures described above at any time prior to
5:00 p.m., New York City time, on the Expiration Date.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and requests for Notices
of Guaranteed Delivery and other related documents may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
(See Instruction 5)
PAYOR'S NAME: State Street Bank and Trust Company
--------------------------------------------------------------------------------
SUBSTITUTE Part I--PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY -----------------------
BY SIGNING AND DATING BELOW Social Security Number
--------------------------------- OR
Part II--FOR PAYEES EXEMPT FROM ------------------------------
BACKUP WITHHOLDING Employer Identification Number
(See Instructions)
FORM W-9 ----------------------------------------------------------------
Department of Part III--CERTIFICATION--Under penalties of perjury, I certify
the Treasury that:
Internal
Revenue (1) The number shown on this form is my correct TIN (or I am
Service waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because (a) I am
Payer's Request exempt from backup withholding, or (b) I have not been
for Taxpayer notified by the Internal Revenue Service (the "IRS") that I
Identification am subject to backup withholding as a result of a failure to
Number (TIN) report all interest or dividends or (c) the IRS has notified
me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including U.S. resident alien).
The IRS does not require your consent to any provision of
this document other than the certifications required ot
avoid backup withholding.
--------------------------------------------------------------------------------
SIGNATURE: DATE:
------------------------------ -------------------------------
--------------------------------------------------------------------------------
You must cross out item (2) in Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
--------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART 1 OF THE 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 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 within 60 days, the
Payor is required to withhold 31 percent of all cash payments made to me
thereafter until I provide a number.
Signature Date
------------------------------ -------------------------------
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF
THIRTY-ONE PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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Manually signed copies of the Letter of Transmittal will be accepted. The
Letter of Transmittal and any other required documents should be sent or
delivered by each holder or such holder's broker, dealer commercial bank or
other nominee to the Exchange Agent at one of the addresses set forth below.
The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
By Facsimile: By Mail: By Hand before 4:30 p.m.:
(617) 662-1452 2 Avenue de Lafayette 2 Avenue de Lafayette
Corporate Trust Department Corporate Trust Department
Confirm by Telephone: 5th Floor 5th Floor
(617) 662-1548 Boston, Massachusetts 02102 Boston, Massachusetts 02102
Attention: Ralph Jones Attention: Ralph Jones Attention: Ralph Jones
By Overnight Courier and By Hand after 4:30 p.m. on the Expiration Date:
2 Avenue de Lafayette
Corporate Trust Department, 5th Floor
Boston, Massachusetts 02102
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