Exhibit 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON 2001 UNLESS EXTENDED (THE "EXPIRATION DATE").
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LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
Unregistered 9 7/8% Senior Subordinated Notes due 2011
($300,000,000 aggregate principal amount outstanding issued June 27, 2001)
for
9 7/8% Senior Subordinated Notes due 2011 ($300,000,000 aggregate principal
amount) that have been registered under the Securities Act of 1933
OF
Extended Stay America, Inc.
Deliver to:
MANUFACTURERS AND TRADERS TRUST COMPANY, AS EXCHANGE AGENT
By Overnight Delivery or By Hand: Facsimile Transmission
Registered or Certified Mail: Number:
Manufacturers and Traders Trust Manufacturers and Traders Trust (000) 000-0000
Company Company
Confirm Receipt of Facsimile
One M&T Plaza One M&T Plaza by Telephone
Buffalo, New York 14240-2399 Buffalo, New York 14240-2399 (000) 000-0000
Attention: Attention:
Your delivery of this letter of transmittal will not be valid unless you
deliver it to one of the addresses, or transmit it to the facsimile number, set
forth above. Please carefully read this entire document, including the
instructions, before completing this letter of transmittal. DO NOT DELIVER THIS
LETTER OF TRANSMITTAL TO EXTENDED STAY AMERICA.
By completing this letter of transmittal, you acknowledge that you have
received and reviewed our prospectus dated , 2001 and this letter of
transmittal, which together constitute the "Exchange Offer." This letter of
transmittal and the prospectus have been delivered to you in connection with our
offer to exchange $1,000 in principal amount of our 9 7/8% Senior Subordinated
Notes due 2011, which have been registered under the Securities Act of 1933 (the
"Exchange Notes"), for each $1,000 in principal amount of its outstanding 9 7/8%
Senior Subordinated Notes due 2011 (the "Outstanding Notes"). As of the date of
the prospectus for the Exchange Offer, $300,000,000 in principal amount of the
Outstanding Notes were outstanding.
This letter of transmittal is to be completed by a Holder (this term is
defined below) of Outstanding Notes if:
(1) the Holder is delivering certificates for Outstanding Notes with this
document;
(2) the tender of certificates for Outstanding Notes will be made by
book-entry transfer to the account maintained by Manufacturers and
Traders Trust Company, the exchange agent for the Exchange Offer (the
"Exchange Agent"), at The Depository Trust Company ("DTC") according
to the procedures described in the prospectus under the heading "The
Exchange Offer -- Procedures for Tendering."
1
Please note that delivery of documents required by this letter of
transmittal to DTC does not constitute delivery to the exchange agent;
or
(3) tender of the outstanding notes is to be made according to the
guaranteed delivery procedures set forth in the prospectus under the
heading "The Exchange Offer -Guaranteed Delivery Procedures."
2
You must tender your Outstanding Notes according to the guaranteed delivery
procedures described in this document if:
(1) you cannot deliver your Outstanding Notes, this letter of transmittal
and all required documents to the Exchange Agent on or before the
Expiration Date; or
(2) you are unable to obtain confirmation of a book-entry tender of your
Outstanding Notes into the Exchange Agent's account at DTC on or
before the Expiration Date. More complete information about guaranteed
delivery procedures is contained in the prospectus under the heading
"The Exchange Offer--Guaranteed Delivery Procedures." You should also
read Instruction 1 to determine whether or not this section applies to
you.
As used in this letter of transmittal, the term "Holder" means (1) any
person in whose name Outstanding Notes are registered, (2) any other person who
has obtained a properly executed bond power from the registered Holder, or (3)
any person whose Outstanding Notes are held of record by DTC who desires to
deliver such notes by book-entry transfer at DTC. You should use this letter of
transmittal to indicate whether or not you would like to participate in the
Exchange Offer. If you decide to tender your Outstanding Notes, you must
complete this entire letter of transmittal.
You must follow the instructions in this letter of transmittal -- please
read this entire document carefully. If you have questions or need help, or if
you would like additional copies of the prospectus and this letter of
transmittal, you should contact the Exchange Agent at (000) 000-0000 or at its
address set forth above.
Please describe your Outstanding Notes below.
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DESCRIPTION OF OUTSTANDING NOTES
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Aggregate Principal
Amount of
Name(s) and Address(es) Outstanding Notes Principal Amount
of Registered Holder(s) Represented by of Outstanding
(Please Complete, if Blank) Certificate Number(s) Certificate(s) Notes Tendered*
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Total
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* You will be deemed to have tendered the entire principal amount of
Outstanding Notes represented in the column labeled "Aggregate Principal
Amount of Outstanding Notes Represented by Certificate (s)" unless you
indicate otherwise in the column labeled "Principal Amount of Outstanding
Notes Tendered."
If you need more space, list the certificate numbers and principal amount
of Outstanding Notes on a separate schedule, sign the schedule and attach it to
this letter of transmittal.
CHECK HERE IF YOU HAVE ENCLOSED OUTSTANDING NOTES WITH THIS LETTER OF
TRANSMITTAL.
CHECK HERE IF YOU WILL BE TENDERING OUTSTANDING NOTES BY BOOK-ENTRY
TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT DTC.
3
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM
IS DEFINED BELOW):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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CHECK HERE IF YOU ARE DELIVERING TENDERED OUTSTANDING NOTES THROUGH A
NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS
LETTER OF TRANSMITTAL.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:
Name(s) of Registered Holder(s) of Outstanding Notes:
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Institution that Guaranteed Delivery:
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Account Number (if delivered by book-entry transfer):
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
Complete this section ONLY if: (1) certificates Complete this section ONLY if certificates
for untendered Outstanding Notes are to be issued in for untendered Outstanding Notes, or Exchange
the name of someone other than you; (2) certificates Notes issued in exchange for tendered and
for Exchange Notes issued in exchange for tendered and accepted Outstanding Notes, are to be sent to
accepted Outstanding Notes are to be issued in the someone other than you or to you at an address
name of someone other than you; or (3) Outstanding other than the address shown above.
Notes tendered by book-entry transfer that are not
exchanged are to be returned by credit to an account
maintained at DTC.
Issue certificate(s) to: Mail and deliver certificate(s) to:
Name: Name:
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(Please Print) (Please Print)
Address: Address:
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(Include Zip Code) (Include Zip Code)
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(Taxpayer Identification or Social Security Number)
(Please Also Complete Form W-9)
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4
Ladies and Gentlemen:
According to the terms and conditions of the Exchange Offer, I hereby
tender to Extended Stay America, Inc. ("Extended Stay America") the principal
amount of Outstanding Notes indicated above. At the time the Outstanding Notes
are accepted by Extended Stay America, and exchanged for the same principal
amount of Exchange Notes, I will sell, assign, and transfer to Extended Stay
America all right, title and interest in and to the Outstanding Notes I have
tendered. I am aware that the Exchange Agent also acts as the agent of Extended
Stay America. By executing this document, I irrevocably appoint the Exchange
Agent as my agent and attorney-in-fact for the tendered Outstanding Notes with
full power of substitution to:
1. deliver certificates for the Outstanding Notes, or transfer ownership
of the Outstanding Notes on the account books maintained by DTC, to
Extended Stay America and deliver all accompanying evidences of
transfer and authenticity to Extended Stay America; and
2. present the Outstanding Notes for transfer on the books of Extended
Stay America and receive all benefits and exercise all rights of
beneficial ownership of these Outstanding Notes, according to the
terms of the Exchange Offer.
The power of attorney granted in this paragraph is irrevocable and coupled with
an interest.
I represent and warrant that I have full power and authority to tender,
sell, assign, and transfer the Outstanding Notes that I am tendering. I
represent and warrant that Extended Stay America will acquire good and
unencumbered title to the Outstanding Notes, free and clear of all liens,
restrictions, charges and encumbrances, and that the Outstanding Notes will not
be subject to any adverse claim at the time Extended Stay America acquires them.
I further represent that:
1. any Exchange Notes I will acquire in exchange for the Outstanding
Notes I have tendered will be acquired in the ordinary course of
business;
2. I have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in a distribution of any
Exchange Notes issued to me; and
3. I am not an "affiliate" (as defined in Rule 405 under the Securities
Act of 1933 (the "Securities Act")) of Extended Stay America, or, if I
am, I will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.
I understand that the Exchange Offer is being made in reliance on
interpretations contained in letters issued to third parties by the staff of the
Securities and Exchange Commission (the "Commission"). These letters provide
that the Exchange Notes issued in exchange for the Outstanding Notes in the
Exchange Offer may be offered for resale, resold, and otherwise transferred by a
Holder of Exchange Notes, unless that person is an "affiliate" of Extended Stay
America within the meaning of Rule 405 under the Securities Act, without
compliance with the registration and prospectus delivery provisions of the
Securities Act. The Exchange Notes must be acquired in the ordinary course of
the Holder's business and the Holder must not be engaging in, must not intend to
engage in, and must not have any arrangement or understanding with any person to
participate in a distribution of the Exchange Notes.
If I am a broker-dealer that will receive Exchange Notes for my own account
in exchange for Outstanding Notes that were acquired as a result of
market-making or other trading activities, I acknowledge that I have not entered
into any arrangement or understanding with the Company or any "affiliate" (as
that term is defined herein) of the Company and that I will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, I will not be deemed to admit that I am an "underwriter" within the
meaning of the Securities Act.
I further represent that I am not acting on behalf of any person or entity
that could not truthfully make these representations.
5
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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Phone:
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Upon request, I will execute and deliver any additional documents deemed by
the Exchange Agent or Extended Stay America to be necessary or desirable to
complete the assignment, transfer, and purchase of the Outstanding Notes I have
tendered.
I understand that Extended Stay America will be deemed to have accepted
validly tendered Outstanding Notes when Extended Stay America gives oral or
written notice of acceptance to the Exchange Agent.
If, for any reason, any tendered Outstanding Notes are not accepted for
exchange in the Exchange Offer, certificates for those unaccepted Outstanding
Notes will be returned to me without charge at the address shown below or at a
different address if one is listed under "Special Delivery Instructions." Any
unaccepted Outstanding Notes which had been tendered by book-entry transfer will
be credited to an account at DTC, as soon as reasonably possible after the
Expiration Date.
All authority granted or agreed to be granted by this letter of transmittal
will survive my death, incapacity or, if I am a corporation or institution, my
dissolution, and every obligation under this letter of transmittal is binding
upon my heirs, personal representatives, successors, and assigns.
I understand that tenders of Outstanding Notes according to the procedures
described in the prospectus under the heading "The Exchange Offer --Procedures
for Tendering" and in the instructions included in this letter of transmittal
constitute a binding agreement between myself and Extended Stay America subject
to the terms and conditions of the Exchange Offer.
Unless I have described other instructions in this letter of transmittal
under the section "Special Issuance Instructions," please issue the certificates
representing Exchange Notes issued in exchange for my tendered and accepted
Outstanding Notes in my name and issue any replacement certificates for
Outstanding Notes not tendered or not exchanged in my name. Similarly, unless I
have instructed otherwise under the section "Special Delivery Instructions,"
please send the certificates representing the Exchange Notes issued in exchange
for tendered and accepted Outstanding Notes and any certificates for Outstanding
Notes that were not tendered or not exchanged, as well as any accompanying
documents, to me at the address shown below my signature. If the "Special
Issuance Instructions" and/or "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in exchange
for my tendered and accepted Outstanding Notes in the name(s) of, and/or return
any Outstanding Notes that were not tendered or exchanged and send such
certificates to, the person(s) so indicated. I understand that if Extended Stay
America does not accept any of the tendered Outstanding Notes for exchange,
Extended Stay America has no obligation to transfer any Outstanding Notes from
the name of the registered Holder(s) according to my instructions in the
"Special Issuance Instructions" and "Special Delivery Instructions" sections of
this letter of transmittal.
6
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
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(Date)
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(Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory)
Area Code and Telephone Number(s):
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Tax Identification or Social Security Number(s):
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The above lines must be signed by the registered Holder(s) of Outstanding
Notes as their name(s) appear(s) on the certificate for the Outstanding Notes or
by person(s) authorized to become registered Holders (s) by a properly completed
bond power from the registered Holder (s). A copy of the completed bond power
must be delivered with this letter of transmittal. If any Outstanding Notes
tendered through this letter of transmittal are held of record by two or more
joint Holders, then all such Holders must sign this letter of transmittal. If
the signature is by trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then such person must: (1) state his or her full
title below, and (2) unless waived by Extended Stay America, submit evidence
satisfactory to Extended Stay America of such person's authority to act on
behalf of the Holder. See Instruction 4 for more information about completing
this letter of transmittal.
Name (s):
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(Please Print)
Capacity (Full Title):
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Address:
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(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution, if required by
Instruction 4:
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated:
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7
Please complete Substitute Form W-9 below.
PAYER'S NAME: MANUFACTURERS AND TRADERS TRUST COMPANY
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Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
SUBSTITUTE AND CERTIFY BY SIGNING AND DATING BELOW. -------------------------
Form W-9 Social Security Number
OR
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Employer Identification
Number
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Part 2--Certification--Under the Penalties of Perjury,
I certify that:
(1) The number shown on this form is my correct
TIN (or I am waiting for a number to be
issued to me) and
(2) I am not subject to backup withholding because
Department of the Treasury (a) I am exempt from backup withholding; or Part 3--
Internal Revenue Service (b) I have not been notified by the Internal Awaiting TIN
Revenue Service ("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.
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Certification Instructions--You must cross out item (2) in the box above if
Payer's Request for you have been notified by the IRS that you are currently subject to backup
Taxpayer Identification withholding because of underreporting interest or dividends on your tax
Number ("TIN") return.
Certification Signature Date
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NOTE: IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO BACKUP WITHHOLDING OF 31% OF PAYMENTS
MADE TO YOU UNDER THE EXCHANGE OFFER. FOR MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either
(a) 1 have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Center or Social Security Administration Office or (b) I intend to mail or deliver an application
in the near future. I understand that if l do not provide a taxpayer identification number within sixty (60) days,
[31]% of all reportable payments made to me thereafter will be withheld until I provide a number.
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Signature Date
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8
INSTRUCTIONS FORMING
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. Delivery of this letter of transmittal and Outstanding Notes. The
tendered Outstanding Notes or a confirmation of book-entry delivery, as well as
a properly completed and manually signed copy or facsimile of this letter of
transmittal and any other required documents must be received by the Exchange
Agent at its address listed on the cover of this letter of transmittal before
5:00 p.m., Eastern time, on the Expiration Date. You are responsible for the
delivery of the Outstanding Notes, this letter of transmittal and all required
documents to the Exchange Agent. Except under the limited circumstances
described below, the delivery of these documents will be considered to have been
made only when actually received or confirmed by the Exchange Agent. While the
method of delivery is at your risk and choice, we recommend that you use an
overnight or hand delivery service rather than regular mail. You should send
your documents well before the Expiration Date to ensure receipt by the Exchange
Agent. You may request that your broker, dealer, commercial bank, trust company
or nominee deliver your Outstanding Notes, this letter of transmittal and all
required documents to the Exchange Agent. DO NOT SEND YOUR OUTSTANDING NOTES TO
EXTENDED STAY AMERICA.
If you wish to tender your Outstanding Notes, but:
(1) you cannot deliver your Outstanding Notes, this letter of transmittal
and all required documents to the Exchange Agent before the Expiration
Date; or
(2) you are unable to obtain confirmation of a book-entry tender of your
Outstanding Notes into the Exchange Agent's account at DTC on or
before the Expiration Date;
you must tender your Outstanding Notes according to the guaranteed delivery
procedure. A summary of this procedure follows, but you should read the section
in the prospectus titled "The Exchange Offer --Guaranteed Delivery Procedures"
for more complete information. As used in this letter of transmittal, an
"Eligible Institution" is any participant in a Recognized Signature Guarantee
Medallion Program within the meaning of Rule l7Ad-15 of the Securities Exchange
Act of 1934 (the "Exchange Act").
For a tender made through the guaranteed delivery procedure to be valid,
the Exchange Agent must receive a properly completed and executed Notice of
Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., Eastern
time, on the Expiration Date. The Notice of Guaranteed Delivery must be
delivered by an Eligible Institution and must :
(1) state your name and address;
(2) list the certificate numbers and principal amounts of the Outstanding
Notes being tendered;
(3) state that tender of your Outstanding Notes is being made through the
Notice of Guaranteed Delivery; and
(4) guarantee that this letter of transmittal, or a manually signed
facsimile of it, the certificates representing the Outstanding Notes,
or a confirmation of DTC book-entry transfer if a book-entry transfer
procedure is used, and all other required documents will be deposited
with the Exchange Agent by the Eligible Institution within three New
York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery.
The Exchange Agent must receive your Outstanding Notes certificates, or a
confirmation of DTC book entry, in proper form for transfer, this letter of
transmittal and all required documents within three New York Stock Exchange
trading days after the date of execution of the Notice of Guaranteed Delivery or
your tender will be invalid and may not be accepted for exchange.
9
We have the sole right to decide any questions about the validity, form,
eligibility, time of receipt, acceptance or withdrawal of tendered Outstanding
Notes, and our decision will be final and binding. Our interpretation of the
terms and conditions of the Exchange Offer, including the instructions contained
in this letter of transmittal and in the prospectus under the heading "The
Exchange Offer --Conditions" will be final and binding on all parties.
We have the absolute right to reject any or all of the tendered Outstanding
Notes if:
(1) the Outstanding Notes are not properly tendered; or
(2) in the opinion of our counsel, the acceptance of those Outstanding
Notes would be unlawful.
We may also decide to waive any conditions, defects, or invalidity of
tender of Outstanding Notes and accept such Outstanding Notes for exchange. Any
defect or invalidity in the tender of Outstanding Notes that is not waived by us
must be cured within the period of time set by us.
It is your responsibility to identify and cure any defect or invalidity in
the tender of your Outstanding Notes. Tender of your Outstanding Notes will not
be considered to have been made until any defect is cured or waived. None of
Extended Stay America, the Exchange Agent or any other person is required to
notify you that your tender was invalid or defective, and no one will be liable
for any failure to notify you of such a defect or invalidity in your tender of
Outstanding Notes. As soon as reasonably possible after the Expiration Date, the
Exchange Agent will return to the Holder any Outstanding Notes that were
invalidly tendered if the defect of invalidity has not been cured or waived.
2. Tender by Xxxxxx. You must be a Holder of Outstanding Notes in order to
participate in the Exchange Offer. If you are a beneficial holder of Outstanding
Notes who wishes to tender, but you are not the registered Holder, you must
arrange with the registered Holder to execute and deliver this letter of
transmittal on his, her or its behalf. Before completing and executing this
letter of transmittal and delivering the registered Holder's Outstanding Notes,
you must either make appropriate arrangements to register ownership of the
Outstanding Notes in your name or obtain a properly executed bond power from the
registered Holder. The transfer of registered ownership of Outstanding Notes may
take an unreasonably long period of time.
3. Partial tenders; Withdrawal Rights. If you are tendering less than the
entire principal amount of Outstanding Notes represented by a certificate, you
should fill in the principal amount you are tendering in the last column of the
box entitled "Description of Outstanding Notes." The entire principal amount of
Outstanding Notes listed on the certificate delivered to the Exchange Agent will
be deemed to have been tendered unless you fill in the appropriate box. If the
entire principal amount of all Outstanding Notes is not tendered, a certificate
will be issued for the principal amount of those Outstanding Notes not tendered.
Tenders of Outstanding Notes will only be accepted in integral multiples of
$1,000 principal amount.
Unless a different address is provided in the appropriate box on this
letter of transmittal, certificate(s) representing Exchange Notes issued in
exchange for any tendered and accepted Outstanding Notes, and any replacement
certificates for Outstanding Notes not tendered, will be sent to the registered
Holder at his or her registered address promptly after the Outstanding Notes are
accepted for exchange. In the case of Outstanding Notes tendered by book-entry
transfer, any untendered Outstanding Notes and any Exchange Notes issued in
exchange for tendered and accepted Outstanding Notes will be credited to
accounts at DTC.
To withdraw a tender of Outstanding Notes, a written or facsimile notice of
withdrawal must be received by the Exchange Agent at the address given on the
face of the letter of transmittal prior to 5:00 p.m. Eastern time, on the
Expiration Date. Any such notice must:
o specify the name of the person having deposited the Outstanding Notes
to be withdrawn;
o identify the Outstanding Notes to be withdrawn;
o be signed by the Holder in the same manner as the original signature
on the letter of transmittal by which the Outstanding Notes were
tendered, or be accompanied by documents of transfer sufficient to
10
have the Exchange Agent register the transfer of the Outstanding Notes
in the name of the person withdrawing the tender; and
o specify the name in which any Outstanding Notes are to be registered,
if different from that of the person who deposited the Outstanding
Notes to be withdrawn.
We reserve the right to determine all questions as to the validity, form and
eligibility (including time of receipt) of such notices), which determination
shall be final and binding on all parties. Any Outstanding Notes so withdrawn
shall be deemed to not have been validly tendered for purposes of the Exchange
Offer, and no Exchange Notes will be issued with respect to any Outstanding
Notes so withdrawn, unless the Outstanding Notes are validly retendered.
Outstanding Notes may be retendered by following the procedures set forth in the
prospectus under "The Exchange Offer -Procedures for Tendering."
4. Signatures on the letter of transmittal; bond powers and endorsements;
guarantee of signatures.
o If you are the registered Holder of Outstanding Notes tendered with
this document, and are signing this letter of transmittal, your
signature must match exactly with the name(s) written on the face of
the Outstanding Notes. There can be no alteration, enlargement, or
change in your signature in any manner. If certificates representing
the Exchange Notes, or certificates issued to replace any Outstanding
Notes you have not tendered, are to be issued to you as the registered
Holder, do not endorse any tendered Outstanding Notes and do not
provide a separate bond power.
o If you are not the registered Holder, or if Exchange Notes or any
replacement Outstanding Note certificates will be issued to someone
other than you, you must either properly endorse the Outstanding Notes
you have tendered or deliver with this letter of transmittal a
properly completed separate bond power. Please note that the
signatures on any endorsement or bond power must be guaranteed by an
Eligible Institution.
o If you are signing this letter of transmittal but are not the
registered Holder(s) of any Outstanding Notes listed in this letter of
transmittal under the "Description of Outstanding Notes", the
Outstanding Notes tendered must be endorsed or accompanied by
appropriate bond powers, in each case signed in the name of the
registered Holder(s) exactly as it appears on the Outstanding Notes.
Please note that the signatures on any endorsement or bond power must
be guaranteed by an Eligible Institution.
o If this letter of transmittal, any Outstanding Notes tendered or any
bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations, or others
acting in a fiduciary or representative capacity, those persons must
indicate their title or capacity when signing. Unless waived by us,
evidence satisfactory to us of that person's authority to act must be
submitted with this letter of transmittal. Please note that the
signatures on any endorsement or bond power must be guaranteed by an
Eligible Institution.
o All signatures on this letter of transmittal must be guaranteed by an
Eligible Institution unless one of the following situations apply:
o If this letter of transmittal is signed by the registered
Holder(s) of the Outstanding Notes tendered with this letter of
transmittal and such Holder(s) has not completed the box titled
"Special Issuance Instructions" or the box titled "Special
Delivery Instructions"; or
o If the Outstanding Notes are tendered for the account of an
Eligible Institution.
11
5. Special issuance and delivery instructions. If different from the name
and address of the person signing this letter of transmittal, you should
indicate, in the applicable box or boxes, the name and address where Outstanding
Notes issued in replacement for any untendered or tendered but unaccepted
Outstanding Notes should be issued or sent. If replacement notes for Outstanding
Notes are to be issued in a different name, you must indicate the taxpayer
identification or social security number of the person named.
6. Transfer taxes. We will pay all transfer taxes, if any, applicable to
the exchange of Outstanding Notes in the Exchange Offer. However, transfer taxes
will be payable by you (or by the tendering Holder if you are signing this
letter on behalf of a tendering Holder) if:
o certificates representing Exchange Notes or notes issued to replace
any Outstanding Notes not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, a
person other than the registered Holder;
o tendered Outstanding Notes are registered in the name of any person
other than the person signing this letter of transmittal; or
o a transfer tax is imposed for any reason other than the exchange of
Outstanding Notes according to the Exchange Offer. If satisfactory
evidence of the payment of those taxes or an exemption from payment is
not submitted with this letter of transmittal, the amount of those
transfer taxes will be billed directly to the tendering Holder. Until
those transfer taxes are paid, we will not be required to deliver any
Exchange Notes required to be delivered to, or at the direction of,
such tendering Holder.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be attached to the Outstanding Notes listed in this letter of
transmittal.
7. Form W-9. You must provide the Exchange Agent with a correct Taxpayer
Identification Number ("TIN") for the Holder on the enclosed Form W-9. If the
Holder is an individual, the TIN is his or her social security number. If you do
not provide the required information on the Form W-9, you may be subject to
federal income tax withholding on certain payments made to the Holders of
Exchange Notes. Certain Holders, such as corporations and certain foreign
individuals, are not subject to these backup withholding and reporting
requirements. For additional information, please read the enclosed Guidelines
for Certification of TIN on Substitute Form W-9. To prove to the Exchange Agent
that a foreign individual qualifies as an exempt Holder, the foreign individual
must submit a Form W-8, Form W-8BEN or other similar statement, signed under
penalties of perjury, certifying as to that individual's exempt status. You can
obtain the appropriate form from the Exchange Agent.
8. Waiver of conditions. We may choose, at any time and for any reason, to
amend, waive or modify some or all of the conditions to the Exchange Offer. The
conditions applicable to tenders of Outstanding Notes in the Exchange Offer are
described in the prospectus under the heading "The Exchange Offer --
Conditions."
9. Xxxxxxxxx, lost, stolen or destroyed Outstanding Notes. If your
Outstanding Notes have been mutilated, lost, stolen or destroyed, you should
contact the Exchange Agent at the address listed on the cover page of this
letter of transmittal for further instructions.
10. Requests for assistance or additional copies. If you have questions,
need assistance, or would like to receive additional copies of the prospectus or
this letter of transmittal, you should contact the Exchange Agent at the address
listed above. You may also contact your broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE 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.
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For this type of account: Give the For this type of account: Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION number
number of: of
------------------------------ ---------------------- -------------------------------- ------------------------
1. An individual's account. The individual 6. A valid trust, estate, or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself it
not designated in the
account title.)(4)
2. Two or more individuals The actual owner of 7. Corporate account The corporation
(joint account) the account or, if
combined fund, the
first individual on
the account (1)
3. Custodian account of a The minor(2) 8. Religious, charitable, or The organization
minor (Uniform Gift to educational organization
Minors Act) account
4. a. The usual revocable The grantor-trustee(1) 9. Partnership The partnership
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1) 10. Association, club or other The organization
account that is not a tax-exempt organization
legal or valid trust
under State law
5. Sole proprietorship The owner (3) 11. A broker or registered The broker or nominee
account nominee
12 Account with the The public entity
Department of 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. If
only one person on a joint account has a Social Security Number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show the name of the owner. You may also enter your business name. You may
use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal, estate, or pension trust.
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.
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Obtaining a Number
If you don't have a Taxpayer Identification Number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on broker transactions
include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under Section 501(a), an individual
retirement plan, or a custodial account under Section 403(b)(7), if the
account satisfies the requirements of Section 401(f)(2).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof
o A dealer in securities or commodities required to be registered in the
United States, the District of Columbia, or a possession of the United
States.
o A real estate investment trust.
o A futures commissions merchant registered with the Commodity Futures
Trading Commission.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank issue.
o A person registered under the Investment Advisors Act of 1940 who regularly
acts as a broker.
Payments of dividends not generally subject to backup withholding include the
following:
o Payments to nonresident aliens subject to withholding under Section 1441.
o Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Payments described in Section 440(k) made by an employee stock ownership
plan.
Payments of interest not generally subject to backup
withholding include the following:
o 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 Taxpayer Identification Number to the payer.
o Payments of tax-exempt interest (including tax-exempt interest dividends
under Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenants bonds under Section 1451.
o Payments made by certain foreign organizations.
o Payments of mortgage interest to you.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.
Privacy Act Notice-- Section 6109 requires most recipients of dividend,
interest, or other payments to give Taxpayer Identification Numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
[31%] of taxable interest, dividend, and certain other payments to a payee who
does not furnish a Taxpayer Identification Number to a payer. Certain penalties
may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. -- If you
fail to furnish your Taxpayer Identification Number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. --Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
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(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE OUTSTANDING NOTES OUTSTANDING NOTES
SURRENDERED TENDERED ACCEPTED
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Delivery prepared by:
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Checked by:
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Date:
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