EXHIBIT 99.1
--------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
--------------------------------------------------------------------------------
ADVANCE HOLDING CORPORATION
LETTER OF TRANSMITTAL
12.875% SENIOR DISCOUNT DEBENTURES DUE 2009
To: U.S. Trust Company of New York, The Exchange Agent
By Mail: By Overnight Courier:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 844 770 Broadway, 13th Floor
Xxxxxx Station New York, New York 00000
Xxx Xxxx, Xxx Xxxx 00000-0844 Attention: Corporate Trust Operations Department
(registered or certified mail recommended)
By Hand: By Facsimile:
United States Trust Company of New York (000) 000-0000
000 Xxxxxxxx, Xxxxx Level (For Eligible Institutions Only)
New York, New York 10006
Attention: Corporate Trust Services Confirm by telephone:
(000) 000-0000
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile transmission to a number 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 the Prospectus
dated ___________, 1998, (the "Prospectus") of Advance Holding Corporation (the
"Company") and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount at maturity of its 12.875% Series B Senior Discount
Debentures due 2009 (the "Series B Debentures") which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for each $1,000
principal amount at maturity of its outstanding 12.875% Series A Senior Discount
Debentures due 2009 (the "Series A Debentures"), of which $112,000,000 principal
amount at maturity is outstanding. Other capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
The Letter of Transmittal is to be used by Holders of Series A Debentures
(i) if certificates representing the Series A Debentures are to be physically
delivered herewith; or (ii) if tender of Series A Debentures is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in the Prospectus under
"The Exchange Offer - Procedures for Tendering" by any financial institution
that is a participant in DTC and whose name appears on a security position
listing as the owner of Series A Debentures; or (iii) if tender of Series A
Debentures is to be made according to the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer - Guaranteed Delivery
Procedures." Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person (i)
in whose name Series A Debentures are registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered holder; or (ii) whose Series A Debentures are held of record by DTC
who desires to deliver such Series A Debentures by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of Transmittal
to indicate the action the undersigned desires to take with respect to the
Exchange Offer. Holders who wish to tender their Series A Debentures must
complete this letter in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
-------------------------------------------------------------------------------
DESCRIPTION OF 12.875% SERIES A SENIOR DISCOUNT DEBENTURES DUE 2009
("SERIES A DEBENTURES"):
----------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT AT MATURITY
REGISTERED HOLDER(S) AT MATURITY REPRESENTED BY TENDERED (MUST BE IN INTEGRAL
(PLEASE FILL IN, IF BLANK) CERTIFICATE(S) MULTIPLE OF $1,000)*
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Total
-----------------------------------------------------------------------------------------------
* Unless indicated in the column labeled "Principal Amount at
Maturity Tendered," any tendering Holder of Series A Debentures will
be deemed to have tendered the entire aggregate principal amount at
maturity represented by the column labeled "Aggregate Principal
Amount at Maturity Represented by Certificate(s)."
If the space provided above is inadequate, list the principal
amounts at maturity on a separate signed schedule and affix the
list to this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount at
maturity of Series A Debentures. All other tenders must be in
integral multiples of $1,000.
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Series A Debentures in a principal
amount at maturity not tendered or not accepted for exchange, or Series B
Debentures issued in exchange for Series A Debentures accepted for exchange,
are to be issued in the name of someone other than the undersigned, or if the
Series A Debentures tendered by book-entry transfer that are not accepted for
exchange are to be credited to an account maintained by DTC.
ISSUE CERTIFICATE(S) TO:
Name_____________________________________
(Please Print)
Address___________________________________
__________________________________________
(Include Zip Code)
__________________________________________
(Tax Identification or Social Security No.)
-------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE EXCHANGE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Series A Debentures in a principal
amount at maturity not tendered or not accepted for exchange, or Series B
Debentures issued in exchange for Series A Debentures accepted for exchange,
are to be sent to someone other than the undersigned, or to the undersigned at
an address other than that shown above.
MAIL TO:
Name_____________________________________
(Please Print)
Address___________________________________
__________________________________________
(Include Zip Code)
__________________________________________
(Tax Identification or Social Security No.)
-------------------------------------------------------------------------------
[_] CHECK HERE IF TENDERED SERIES A DEBENTURES ARE BEING DELIVERED BY DTC TO
THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________
DTC Book-Entry Account No.: _____________________________________
Transaction Code No.: _________________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER.
Name: _______________________________________________________
Address: _______________________________________________________
[_] 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.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND ANY OF THE SERIES A DEBENTURES
YOU ARE TENDERING WERE ACQUIRED DIRECTLY FROM THE COMPANY.
Principal Amount at Maturity of Tendered Series A Debentures Acquired from the
Company: $_____________________
2
LADIES AND GENTLEMEN:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount at maturity of Series A
Debentures indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount at maturity of Series A Debentures tendered in
accordance with this Letter of Transmittal, the undersigned sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to the Series A Debentures 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 Company) with respect to the tendered Series A Debentures with full power of
substitution to (i) deliver certificates for such Series A Debentures to the
Company, or transfer ownership of such Series A Debentures on the account books
maintained by DTC, and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company; and (ii) present such Series
A Debentures for transfer on the books of the Company and receive all benefits
and otherwise exercise all rights of beneficial ownership of such Series A
Debentures, all in accordance with the terms of the Exchange Offer. The power
of attorney granted in this paragraph shall be deemed irrevocable and coupled
with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Series A Debentures
tendered hereby and that 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 acquired by the Company.
THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B DEBENTURES ACQUIRED
IN EXCHANGE FOR SERIES A DEBENTURES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN
THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B
DEBENTURES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH
OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE
DISTRIBUTION OF SUCH SERIES B DEBENTURES AND THAT NEITHER THE HOLDER NOR ANY
SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES
ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. 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 Series B Debentures. If the
undersigned is a broker-dealer that will receive Series B Debentures, it
represents that, except to the extent indicated at the bottom of the preceding
page, the Series A Debentures to be exchanged for Series B Debentures were
acquired as a result of market-making activities or other trading activities and
not acquired directly from the Company, and it acknowledges that it will deliver
a prospectus in connection with any resale of such Series B Debentures; 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 BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE
THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B DEBENTURES RECEIVED IN
EXCHANGE FOR SERIES A DEBENTURES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY.
The undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or the Company to be necessary or desirable to
complete the assignment, transfer and purchase of the Series A Debentures
tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Series A Debentures when, as and if the Company has
given oral or written notice thereof to the Exchange Agent.
If any tendered Series A Debentures are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Series A Debentures will be returned (except as noted below with respect to
tenders through DTC), without expense, to the undersigned at the address shown
below or at a different address as may be indicated herein under "Special
Payment Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Series A Debentures pursuant to
the procedures described under the caption "The Exchange Offer - Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the certificates representing the Series B Debentures issued in exchange
for the Series A Debentures accepted for exchange and return any Series A
Debentures not tendered or not exchanged, in the name(s) of the undersigned (or
in either such event in the case of Series A Debentures tendered by DTC, by
credit to the undersigned's account at DTC). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the Series B Debentures issued in exchange for the Series A
Debentures accepted for exchange and any certificates for Series A Debentures
not tendered or not exchanged (and accompanying documents, as appropriate) to
the undersigned at the address shown below the
3
undersigned's signature(s), unless, in either event, tender is being made
through DTC. In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the certificates representing
the Series B Debentures issued in exchange for the Series A Debentures accepted
for exchange and return any Series A Debentures not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Payment Instructions" and "Special Delivery Instructions" to transfer
any Series A Debentures from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Series A Debentures so tendered.
Holders of Series A Debentures who wish to tender their Series A Debentures
and (i) whose Series A Debentures are not immediately available, or (ii) who
cannot deliver their Series A Debentures, this Letter of Transmittal or any
other documents required hereby to the Exchange Agent, or cannot complete the
procedure for book-entry transfer, prior to the Expiration Date, may tender
their Series A Debentures according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer - Guaranteed
Delivery Procedures". See Instruction 1 regarding the completion of the Letter
of Transmittal printed below.
PLEASE SIGN HERE WHETHER OR NOT
SERIES A DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY
X
------------------------------------------- ------------
DATE
X
------------------------------------------- ------------
SIGNATURE(S) OF REGISTERED HOLDER(S) DATE
OR AUTHORIZED SIGNATORY
AREA CODE AND TELEPHONE NUMBER:
__________________
THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A
DEBENTURES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A DEBENTURES OR, IF THE
SERIES A DEBENTURES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S
NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A
DEBENTURES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A
PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH
MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A DEBENTURES TO
WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT
HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. 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, SUCH PERSON MUST (I) SET FORTH HIS OR HER FULL TITLE BELOW AND (II)
UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF
SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION
OF THIS LETTER OF TRANSMITTAL PRINTED BELOW.
NAME(S): ____________________________________________________________________
____________________________________________________________________
(PLEASE PRINT)
CAPACITY: ____________________________________________________________________
ADDRESS: ____________________________________________________________________
____________________________________________________________________
(INCLUDE ZIP CODE)
SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:
(IF REQUIRED BY INSTRUCTION 4)
_____________________________________________________________________
(AUTHORIZED SIGNATURE)
_____________________________________________________________________
(TITLE)
_____________________________________________________________________
(NAME OF FIRM)
DATED:___________________________________, 199_
4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND SERIES A DEBENTURES. The
tendered Series A Debentures (or a confirmation of a book-entry transfer into
the Exchange Agent's account at DTC of all Series A Debentures delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date. The method of delivery of the tendered Series A Debentures,
this Letter of Transmittal and all other required documents to the Exchange
Agent 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 by
the Exchange Agent. Instead of delivery by mail, it is recommended that the
Holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure timely delivery. No Letter of Transmittal or Series
A Debentures should be sent to the Company.
Holders who wish to tender their Series A Debentures and (i) whose Series A
Debentures are not immediately available; or (ii) who cannot deliver their
Series A Debentures, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or cannot complete the procedure for book-entry
transfer, prior to 5:00 P.M., New York City time, on the Expiration Date must
tender their Series A Debentures according to the guaranteed delivery procedures
set forth in the Prospectus. Pursuant to such procedures: (i) such tender must
be made by or through a member firm of a registered national securities exchange
or 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 an
institution which falls within the definition of "Eligible Guarantor
Institution" contained in Regulation 17Ad-15 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (each,
an "Eligible Institution"); (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 facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder of the Series A
Debentures and the principal amount at maturity of Series A Debentures tendered,
stating that the tender is being made thereby and guaranteeing that, within five
New York Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal (or facsimile hereof) together with the certificate(s) representing
the Series A Debentures (or a confirmation of electronic delivery of book-entry
delivery into the Exchange Agent's account at DTC) and any other required
documents will be deposited by the Eligible Institution with the Exchange Agent;
and (iii) such properly completed and executed Letter of Transmittal (or
facsimile hereof), as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all tendered Series A Debentures
in proper form for transfer (or a confirmation of electronic delivery of book-
entry delivery into the Exchange Agent's account at DTC), must be received by
the Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date, all as provided in the Prospectus under the caption "Exchange
Offer - Guaranteed Delivery Procedures." Any Holder of Series A Debentures who
wishes to tender his or her Series A Debentures 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 of the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their Series A Debentures
according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Series A Debentures and withdrawal of
tendered Series A Debentures will be determined by the Company in its sole
discretion, which determination will be final and binding. The Company reserves
the absolute right to reject any and all Series A Debentures not properly
tendered or any Series A Debentures the Company's acceptance of which would, in
the opinion of counsel for the Company, be unlawful. The Company also reserves
the right to waive any defects or irregularities or conditions of tender as to
the Exchange Offer and/or particular Series A Debentures. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with
tenders of Series A Debentures must be cured within such time as the Company
shall determine. Neither the Company, the Exchange Agent nor any other person
shall be under any duty to give notification of defects or irregularities with
respect to tenders of Series A Debentures, nor shall any of them incur any
liability for failure to give such notification. Tenders of Series
5
A Debentures will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Series A Debentures 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 of Series A Debentures, unless otherwise provided
in this Letter of Transmittal, as soon as practicable following the Expiration
Date.
2. TENDER BY XXXXXX. Only a Holder of Series A Debentures may tender
such Series A Debentures in the Exchange Offer. Any beneficial holder of Series
A Debentures who is not the registered holder and who wishes to tender should
arrange with the registered holder to execute and deliver this Letter of
Transmittal on his or her behalf or must, prior to completing and executing this
Letter of Transmittal and delivering his or her Series A Debentures, either make
appropriate arrangements to register ownership of the Series A Debentures in
such Xxxxxx's name or obtain a properly completed bond power from the registered
holder.
3. PARTIAL TENDERS. Tenders of Series A Debentures will be accepted only
in integral multiples of $1,000 principal amount at maturity. If less than the
entire principal amount at maturity of any Series A Debentures is tendered, the
tendering Holder should fill in the principal amount at maturity tendered in the
third column of the box entitled "Description of 12.875% Series A Senior
Discount Debentures due 2009 ("Series A Debentures")" above. The entire
principal amount at maturity of Series A Debentures delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount at maturity of all Series A Debentures is not tendered,
then Series A Debentures for the principal amount at maturity of Series A
Debentures not tendered and a certificate or certificates representing Series B
Debentures issued in exchange for any Series A Debentures accepted will be sent
to the Holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, promptly after
the Series A Debentures are accepted for exchange.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the record Holder(s) of the Series A Debentures tendered hereby, the
signature must correspond with the name(s) as written on the face of the Series
A Debentures or, if the Series A Debentures are tendered by a participant in
DTC, as such participant's name appears on a security position listing as the
owner of the Series A Debentures, without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Series A Debentures tendered and the certificate
or certificates for Series B Debentures issued in exchange therefor are to be
issued (or any untendered principal amount of Series A Debentures is to be
reissued) to the registered Holder, the said Holder need not and should not
endorse any tendered Series A Debentures, nor provide a separate bond power. In
any other case, such Holder must either properly endorse the Series A Debentures
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal, with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Series A Debentures listed,
such Series A Debentures must be endorsed or accompanied by appropriate bond
powers signed as the name of the registered Holder or Holders appears on the
Series A Debentures.
If this Letter of Transmittal (or facsimile hereof) or any Series A
Debentures or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact or 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, evidence satisfactory to the Company
of their authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Series A Debentures or signatures on bond powers required
by this Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Series A
Debentures tendered herewith and such Holder(s)
6
have not completed the box set forth herein entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions;" or (ii) such
Series A Debentures are tendered for the account of an Eligible Institution.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which Series B
Debentures or substitute Series A Debentures for principal amounts at maturity
not tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal (or
in the case of tender of Series A Debentures through DTC, if different from
DTC). In the case of issuance in a different name, the taxpayer identification
or social security number of the person named must also be indicated.
6. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
Holder whose offered Series A Debentures are accepted for exchange must provide
the Company (as payor) with his, her or its correct Taxpayer Identification
Number ("TIN"), which, in the case of an exchanging Holder who is an individual,
is his or her social security number. If the Company is not provided with the
correct TIN or an adequate basis for exemption, such Holder may be subject to a
$50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
delivery to such Holder of Series B Debentures may be subject to backup
withholding in an amount equal to 31% of the gross proceeds resulting from the
Exchange Offer. If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS by the Holder. Exempt Holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. See instructions to the
enclosed Form W-9.
To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Form W-9 enclosed herewith, 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 IRS that he, she or it is subject to backup withholding as a
result of a failure to report all interest or dividends; or (iii) the IRS has
notified the Holder that he, she or it is no longer subject to backup
withholding. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such Xxxxxx must submit a statement signed
under penalty of perjury attesting to such exempt status. Such statements may
be obtained from the Exchange Agent. If the Series A Debentures are in more
than one name or are not in the name of the actual owner, consult the Form W-9
for information on which TIN to report. If you do not provide your TIN to the
Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Series A Debentures pursuant to the Exchange
Offer. If, however, certificates representing Series B Debentures or Series A
Debentures for principal amounts at maturity not tendered or accepted for
exchange 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 Series A Debentures
tendered hereby, or if tendered Series A Debentures are registered in the name
of any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Series A
Debentures pursuant to the Exchange Offer, then the amount of any such transfer
taxes (whether imposed on the registered Holder or on any other persons) will be
payable by the tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with this Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Series A Debentures listed in this
Letter of Transmittal.
8. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Series A Debentures tendered.
9. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A DEBENTURES. Any
tendering Holder whose Series A Debentures have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.
7
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
----------------------------------------------------------
CERTIFICATE SERIES A DEBENTURES SERIES A DEBENTURES
SURRENDERED TENDERED ACCEPTED
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
Delivery Prepared by_______________________ Checked By__________ Date _________
8
Name (If joint names, see attached guidelines)
--------------------------------------------------------------------------------
Business name (Sole proprietors, see attached guidelines)
--------------------------------------------------------------------------------
Please check appropriate box: [ ] Individual/Sole Proprietor [ ] Corporation
[ ] Partnership [ ] Other
--------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.)
--------------------------------------------------------------------------------
City, state, and ZIP code
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer Identification Number (TIN)
--------------------------------------------------------------------------------
PART I -- TAXPAYER IDENTIFICATION NO.
Enter your taxpayer identification
number in the appropriate box. For most individuals, this is your social
security number. If you do not have a number, see How to Obtain a "TIN" in the
enclosed Guidelines.
___________________ ______________________________
Social Security Number Employer Identification Number
Note: If the account is more than one name, see the chart in enclosed
Guidelines to determine what number to give.
--------------------------------------------------------------------------------
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(SEE ENCLOSED GUIDELINES)
--------------------------------------------------------------------------------
PART III -- 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 because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service ("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 withholding.
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 are subject to backup withholding, you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
-------------------------------------------------------------------------------
SIGNATURE ____________________________ DATE ____________ , 1998
-------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you are
required to withhold and pay to IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be
subject to backup withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee compensation, and certain
payments from fishing boat operators, but do not include real estate
transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for interest and dividend accounts only), or
(4) You fail to certify to the requester that you are not subject to
backup withholding under (3) above (for interest and dividend accounts opened
after 1983 only), or
(5) You fail to certify your TIN. This applies only to interest,
dividend, broker or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
For other payments, you are subject to backup withholding only if (1) or
(2) above applies.
Certain Payees and payments are exempt from backup withholding and
information reporting. See payees and Payments Exempt From Backup Withholding,
below, and Exempt Payees and Payments under Specific Instructions below if you
are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. -- The following is a list
of payees exempt from backup withholding and for which no information reporting
is required. For interest and dividends, all listed payees are exempt except
item (9). For broker transactions, payees listed in (1) through (13), and a
person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except that a corporation that provides
medical and health care services or bills and collects payments for such
services is not exempt from backup withholding or information reporting. Only
payees described in items (2) through (6) are exempt from backup withholding for
barter exchange transactions, patronage dividends, and payments by certain
fishing boat operators.
11. A corporation.
12. An organization exempt from tax under section 501(a), or an
individual retirement plan (IRA), or a custodial account under 403(b)(7).
13. The United States or any of its agencies or instrumentalities.
14. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
15. A foreign government or any of its political subdivisions, agencies
or instrumentalities.
16. An international organization or any of its agencies or
instrumentalities.
17. A foreign central bank of issue.
18. A dealer in securities or commodities required to register in the
U.S. or a possession of the U.S.
19. A futures commission merchant registered with the Commodity Futures
Trading Commission.
20. A real estate investment trust.
21. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
22. A common trust fund operated by a bank under section 584(a).
23. A financial institution.
24. A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate Securities,
Inc., Nominee List.
25. A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding also include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
that have at least one nonresident partner.
Payments of interest generally not subject to backup withholding include
the following:
. Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041A(a), 6042,
6044, 6045, 6049, 6050A, and 6050N, and the regulations under such sections.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your TIN to a requester, 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.
MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal laws, the requester may be subject to civil and criminal penalties.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, generally provide the name shown on your
social security cared. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name and both the last name shown on
your social security card and your new last name.
SIGNING THE CERTIFICATION. --
(1) INTEREST, DIVIDEND, AND XXXXXX EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS THAT WERE CONSIDERED ACTIVE DURING 1983. -- You are not required
to sign the certification; however, you may do so. You are required to provide
your correct TIN.
(2) INTEREST, DIVIDEND, BROKER AND XXXXXX EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS THAT WERE CONSIDERED INACTIVE DURING 1983. -- You must sign
the certification or backup withholding will apply. If you are subject to
backup withholding and you are merely providing your correct TIN to the
requester, you must cross out item (2) in the certification before signing the
form.
(3) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requestor's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(4) EXEMPT PAYEES AND PAYMENTS -- If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, sign
and date the form. If you are a nonresident alien or foreign entity not subject
to backup withholding, give the requester a completed FORM W-8, Certificate of
Foreign Status.
(5) TIN "APPLIED FOR." -- Follow the instructions under How To Obtain a TIN, on
page 1, sign and date this form.
SIGNATURE.-- For a joint account, only the person whose TIN is shown in Part I
should sign the form.
PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct
taxpayer identification number (TIN) to persons who must file information
returns with IRS to report interest, dividends, and certain other income paid to
you, mortgage interest you paid, the acquisition or abandonment of secured
property, or contributions you made to an individual retirement arrangement
(IRA). IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 20% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER 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.
--------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF --
--------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals (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 The actual owner (1)
a legal or valid trust under State
law
5. Sole proprietorship account The owner (3)
6. Sole Proprietorship The owner (3)
--------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
EMPLOYER
IDENTIFICATION
NUMBER OF --
--------------------------------------------------------------------------------
7. A valid trust, estate, or pension The legal entity (5)
trust
8. Corporate account The corporation
9. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization account
10. Partnership account held in the The partnership
name of the business
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
--------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(5) List first and circle the name of the valid trust, estate, or pension trust.
(Do not furnish the identifying 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.
