EXHIBIT 99.1
LETTER OF TRANSMITTAL
EXCHANGE OFFER FOR ALL OUTSTANDING
6.30% SENIOR NOTES DUE 2009
AND
6.90% SENIOR DEBENTURES DUE 2029
OF
FEDERATED DEPARTMENT STORES, INC.
PURSUANT TO THE PROSPECTUS DATED ________, 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________ ___ , 1999 UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent for the Exchange Offer is:
Citibank, N.A.
By Mail: By Overnight Courier Delivery: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
c/o Citicorp Data Distribution, Inc. c/o Citicorp Data Distribution, Inc. Corporate Trust Window
P.O. Box 7072 404 Sette Drive 111 Wall Street, 5th Floor
Paramus, New Jersey 07653 Paramus, New Jersey 07652 New York, New York 10005
By Facsimile for Eligible Institutions:
(201) 262-3240
Facsimile Confirmation Only:
(800) 422-2077
For Information:
(800) 422-2077
IF YOU DELIVER THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMIT INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, SUCH DELIVERY OR INSTRUCTIONS WILL NOT BE EFFECTIVE. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR AND COMPLETE
THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Federated Department Stores, Inc. (the "Company") is offering, upon the
terms and subject to the conditions set forth in the Prospectus, dated
_______________ ___, 1999 (the "Prospectus"), and in this Letter of Transmittal
(which, together with any supplements or amendments hereto or thereto,
collectively constitute the "Exchange Offer") to exchange its 6.30% Senior Notes
due 2009 (the "Exchange Notes") which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for a like principal amount of
its outstanding 6.30% Senior Notes due 2009 (the "Original Notes"), and to
exchange its 6.90% Senior Debentures due 2029 (the "Exchange Debentures," and
together with the Exchange Notes, the "Exchange Securities") which have been
registered under the Securities Act for a like principal amount of its 6.90%
Senior Debentures due 2029 (the "Original Debentures" and, together with the
Original Notes, the "Original Securities"). Terms used herein with initial
capital letters have the respective meanings ascribed to them in the Prospectus.
This Letter of Transmittal is to be completed by holders of Original
Securities if either (i) certificates representing Original Securities
("Certificates") are to be forwarded herewith or (ii) delivery of Original
Securities is to be made by book-entry transfer to the account maintained by the
Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer-Book-Entry Transfer." Holders whose Certificates are
not immediately available or who cannot deliver their Certificates and all other
required documents to the Exchange Agent prior to the Expiration Date, or who
cannot complete the procedures for book-entry transfer on a timely basis, may
tender their Original Securities pursuant to the guaranteed delivery procedures
set forth in the Prospectus under the caption "The Exchange Offer-Guaranteed
Delivery Procedures." See Instruction 1. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.
List below the Original Securities to which this Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate numbers
and principal amount of Original Notes or Original Debentures on a separate
signed schedule and affix the list to this Letter of Transmittal.
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DESCRIPTION OF ORIGINAL NOTES
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NAME(S) AND ADDRESS(ES) AGGREGATE PRINCIPAL
OF REGISTERED HOLDERS AMOUNT OF ORIGINAL NOTES AGGREGATE PRINCIPAL AMOUNT
(PLEASE COMPLETE, IF BLANK) CERTIFICATE NUMBER(S)* REPRESENTED BY CERTIFICATE(S) OF ORIGINAL NOTES TENDERED**
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TOTAL PRINCIPAL
AMOUNT TENDERED:
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* Need not be completed if Original Notes are being tendered by book-entry.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered the entire principal amount of its
Original Notes.
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DESCRIPTION OF ORIGINAL DEBENTURES
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NAME(S) AND ADDRESS(ES) AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
OF REGISTERED HOLDERS AMOUNT OF ORIGINAL DEBENTURES AMOUNT OF ORIGINAL
(PLEASE COMPLETE, IF BLANK) CERTIFICATE NUMBER(S)* REPRESENTED BY CERTIFICATE(S) DEBENTURES TENDERED**
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TOTAL PRINCIPAL
AMOUNT TENDERED:
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* Need not be completed if Original Debentures are being tendered by book-entry.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered the entire principal amount of its
Original Debentures.
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[ ] CHECK HERE IF TENDERED ORIGINAL SECURITIES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number: Transaction Code Number:
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[ ] CHECK HERE IF TENDERED ORIGINAL SECURITIES 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) of Original Securities:
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
[ ] 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 AND COMPLETE THE FOLLOWING.
Name:
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Address:
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Ladies and Gentlemen:
On the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes and/or Original Debentures indicated above. Subject to, and
effective upon, the acceptance for exchange of the Original Securities tendered
hereby, the undersigned hereby (i) sells, assigns, and transfers to, or upon the
order of, the Company all right, title, and interest in and to the Original
Securities tendered hereby and (ii) irrevocably constitutes and appoints the
Exchange Agent as its true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to such Original Securities, with full power of substitution (such power
of attorney deemed to be an irrevocable power of attorney coupled with an
interest), to (a) deliver Certificates evidencing such Original Securities, or
transfer ownership of such Original Securities on the account books maintained
by the Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company, (b) present such Original Securities for transfer on the books of
the registrar for the Original Securities, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Original
Securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign, transfer, and exchange the
Original Securities tendered hereby and that, when the same are accepted by the
Company for exchange, the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances, and
adverse claims. The undersigned hereby further represents that (i) any Exchange
Securities acquired in exchange for Original Securities tendered hereby are
being acquired in the ordinary course of business of the person receiving such
Exchange Securities, whether or not such person is the holder of such Original
Securities, (ii) neither the undersigned nor any such other person is engaging
in or intends to engage in a distribution of the Exchange Securities, (iii)
neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Securities, and (iv) neither the undersigned nor any such other person
is an "affiliate" (as defined in Rule 405 under the Securities Act) of the
Company, or, if either is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act. If the undersigned is a
broker-dealer that is to receive Exchange Securities for its own account in
exchange for Original Securities, it further represents that such Original
Securities were acquired as a result of market-making activities or other
trading activities, and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" with respect to such Exchange Securities within the meaning of the
Securities Act.
The undersigned acknowledges that this Exchange Offer is being made in
reliance upon interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, that indicate that the Exchange Securities issued in exchange for the
Original Securities pursuant to the Exchange Offer may be offered for resale,
resold, or otherwise transferred by the 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, if such Exchange
Securities are acquired in the ordinary course of such holders' business and
such holders have no arrangement or understanding with any person to participate
in a distribution of such Exchange Securities. However, the Commission 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 Commission would make a similar
determination with respect to the Exchange Offer. If any holder of Original
Securities is an affiliate of the Company or is engaged in, or intends to engage
in or has any arrangement or understanding with any person to participate in,
the distribution of the Exchange Securities to be acquired pursuant to the
Exchange Offer, such holder (i) cannot rely on the applicable interpretations of
the staff of the Commission and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction.
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 sale, assignment, and transfer of the Original
Securities tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the undersigned's heirs, executors, administrators, trustees in bankruptcy,
legal representatives, successors, and assigns and shall survive the death,
incapacity, or dissolution of the undersigned.
The undersigned understands that the valid tender of Original
Securities pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer-Procedures for Tendering" 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 herein under "Special Issuance
Instructions," please issue the Certificates representing the Exchange
Securities and return any Original Securities not tendered or not accepted for
exchange in the name(s) of the undersigned or, in the case of a book-entry
delivery of Original Securities, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," please mail the
Certificates representing the Exchange Securities issued in exchange for the
Original Securities accepted for exchange and any certificates for Original
Securities not tendered or not accepted for exchange (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Original Securities from the name of the
registered holder(s) thereof if the Company does not accept for exchange any of
the Original Securities so tendered.
3
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
ORIGINAL NOTES" OR "DESCRIPTION OF ORIGINAL DEBENTURES" ABOVE AND SIGNING THIS
LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES OR THE
ORIGINAL DEBENTURES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY (i) if Certificates for Exchange Securities and
any Original Securities that are not accepted for exchange are to be issued in
the name of and sent to someone other than the undersigned or (ii) if Original
Securities tendered by book-entry transfer that are not accepted for exchange
are to be returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue Certificate(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
[ ] Credit unexchanged Original Securities delivered by book-entry transfer
to the Book-Entry Transfer Facility Account set forth below.
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(Taxpayer Identification or Social Security No.)
(Please Also Complete Substitute Form W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 6)
To be completed ONLY if Certificates for Exchange Securities and any
Original Securities that are not 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 Certificate(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR ORIGINAL SECURITIES 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.
4
IMPORTANT:
SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW
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SIGNATURE(S) OF HOLDER(S) OF ORIGINAL SECURITIES
Dated: , 1999
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(MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF ORIGINAL SECURITIES AS
THEIR NAME(S) APPEAR(S) ON THE CERTIFICATES FOR THE ORIGINAL SECURITIES OR ON A
SECURITY POSITION LISTING, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED
HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY
TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, AGENTS,
OFFICERS OF CORPORATIONS, OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. SEE INSTRUCTION 3.)
Name:
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(PLEASE TYPE OR PRINT)
Capacity (Full Title):
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Address:
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(INCLUDE A ZIP CODE)
Area Code and Telephone No.:
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(HOME)
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(BUSINESS)
Tax Identification or
Social Security No.:
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(COMPLETE SUBSTITUTE FORM W-9 BELOW)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 3)
Authorized Signature(s):
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Name:
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(PLEASE TYPE OR PRINT)
Title:
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Name of Firm:
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Address:
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(INCLUDE A ZIP CODE)
Area Code and Telephone No.:
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Dated: , 1999
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5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL SECURITIES;
GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by
holders of Original Securities if either (a) Certificates are to be forwarded
herewith or (b) delivery of Original Securities is to be made by book-entry
transfer pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer-Book-Entry Transfer." Certificates for all
physically tendered Original Securities, or Book-Entry Confirmation (as defined
below), as the case may be, as well as a properly completed and duly executed
Letter of Transmittal and any other documents required by this Letter of
Transmittal, 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. Original Securities tendered
hereby must be in denominations of principal amount of $1,000 and any integral
multiple thereof. Holders whose Certificates are not immediately available or
who cannot deliver their Certificates and all other required documents to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedures for book-entry transfer on a timely basis, may tender their Original
Securities pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer-Guaranteed Delivery
Procedures." Pursuant to such procedures, (a) such tender must be made through
an Eligible Institution prior to 5:00 p.m., New York City time, on the
Expiration Date, (b) the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Letter of Transmittal 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 Original Securities and the amount of Original
Securities tendered, stating that the tender is being made thereby, and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the Certificates for all physically tendered Original
Securities, in proper form for transfer, or confirmation of the book-entry
transfer of the Original Securities into the Exchange Agent's account at the
Book-Entry Transfer Facility (a "Book-Entry Confirmation"), as the case may be,
and any other documents required by this Letter of Transmittal will be deposited
by the Eligible Institution with the Exchange Agent, and (c) the Certificates
for all physically tendered Original Securities, in proper form for transfer, or
a Book-Entry Confirmation, as the case may be, and all other documents required
by this Letter of Transmittal, must be received by the Exchange Agent within
three NYSE trading days after the Expiration Date. The method of delivery of
this Letter of Transmittal, the Original Securities, 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 Original Securities 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" in the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO SECURITY HOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than all of the Original Securities evidenced by a
submitted Certificate are to be tendered, the tendering holder(s) should fill in
the aggregate principal amount of Original Securities to be tendered in the box
above entitled "Description of Original Notes-Aggregate Principal Amount of
Original Notes Tendered" or "Description of Original Debentures-Aggregate
Principal Amount of Original Debentures Tendered," as applicable. A reissued
Certificate representing the balance of nontendered Original Securities will be
sent to such tendering holder, unless otherwise provided in the appropriate box
on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE
ORIGINAL SECURITIES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE
OF SIGNATURES. If this Letter of Transmittal is signed by the registered holder
of the Original Securities tendered hereby, the signature must correspond
exactly with the name as written on the face of the Certificates without any
change whatsoever. If any tendered Original Securities are owned of record by
two or more joint owners, all of such owners must sign this Letter of
Transmittal. If any tendered Original Securities are registered in different
names on several Certificates, it will be necessary to complete, sign, and
submit as many separate copies of this Letter of Transmittal as there are
different registrations of Certificates. When this Letter of Transmittal is
signed by the registered holder or holders of the Original Securities specified
herein and tendered hereby, no endorsements of Certificates or separate bond
powers are required. If, however, the Exchange Securities are to be issued, or
any untendered Original Securities 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 an Eligible Institution. If this Letter of Transmittal 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 of Transmittal 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 ORIGINAL SECURITIES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM THAT 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 OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE ORIGINAL SECURITIES ARE TENDERED: (i) BY A REGISTERED
HOLDER OF ORIGINAL SECURITIES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE
6
BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION
LISTING AS THE HOLDER OF SUCH ORIGINAL SECURITIES) WHO HAS NOT COMPLETED THE BOX
ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS"ON
THIS LETTER OF TRANSMITTAL OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of
Original Securities should indicate in the applicable box the name and address
to which Exchange Securities issued pursuant to the Exchange Offer and or
substitute Certificates evidencing Original Securities not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Security holders tendering Original Securities by book-entry transfer
may request that Original Securities not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such security holder may
designate hereon. If no such instructions are given, such Original Securities
not exchanged will be returned to the name and address of the person signing
this Letter of Transmittal.
5. TAXPAYER IDENTIFICATION NUMBER. Federal income tax law generally
requires that a tendering holder whose Original Securities are accepted for
exchange must provide the Company (as payer) with such holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below, which in the case of
a tendering holder who is an individual, is his or her social security number.
If the Company is not provided with the current TIN or an adequate basis for an
exemption from backup withholding, such tendering holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent
may be required to withhold 31% of the amount of any reportable payments made
after the exchange to such tendering holder of Exchange Securities. If
withholding results in an overpayment of taxes, a refund may be obtained. Exempt
holders of Original Securities (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions. To prevent backup withholding, each tendering holder of
Original Securities must provide its correct TIN by completing the Substitute
Form W-9 set forth below, certifying, under penalties of perjury, that the TIN
provided is correct (or that such holder is awaiting a TIN) and that (a) the
holder is exempt from backup withholding, (b) 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 (c)
the Internal Revenue Service has notified the holder that such holder is no
longer subject to backup withholding. If the tendering holder of Original
Securities is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Exchange Agent a completed Form W-8,
Certificate of Foreign Status. These forms may be obtained from the Exchange
Agent. If the Original Securities are in more than one name or are not in the
name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: Checking this box and writing "applied for" on the form
means that such holder has already applied for a TIN or that such holder intends
to apply for one in the near future. If the box in Part 2 of the Substitute Form
W-9 is checked, the Exchange Agent will retain 31% of reportable payments made
to a holder during the 60-day period following the date of the Substitute Form
W-9. If the holder furnishes the Exchange Agent with his or her TIN within 60
days of the Substitute Form W-9, the Exchange Agent will remit such amounts
retained during such 60-day period to such holder and no further amounts will be
retained or withheld from payments made to the holder thereafter. If, however,
such holder does not provide its TIN to the Exchange Agent within such 60-day
period, the Exchange Agent will remit such previously withheld amounts to the
Internal Revenue Service as backup withholding and will withhold 31% of all
reportable payments to the holder thereafter until such holder furnishes its TIN
to the Exchange Agent.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Original Securities to it or its order pursuant to
the Exchange Offer. If, however, Exchange Securities and/or substitute Original
Securities 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
Original Securities tendered hereby, or if tendered Original Securities 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
transfer of Original Securities 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 ORIGINAL SECURITIES
SPECIFIED IN THIS LETTER OF TRANSMITTAL.
7. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions to the Exchange Offer set forth in
the Prospectus.
8. NO CONDITIONAL TENDERS. No alternative, conditional, irregular, or
contingent tenders will be accepted. All tendering holders of Original
Securities, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Original Securities 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 Original
Securities nor shall any of them incur any liability for failure to give any
such notice.
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9. MUTILATED, LOST, STOLEN, OR DESTROYED ORIGINAL SECURITIES. Any
holder whose Original Securities 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 Original Securities 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 Original Securities to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address, or
in the case of eligible institutions, at the facsimile number set forth above
prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice
of withdrawal must (a) specify the name of the person who tendered the Original
Securities to be withdrawn (the "Depositor"), (b) identify the Original
Securities to be withdrawn (including certificate number or numbers and the
principal amount of such Original Securities), (c) contain a statement that such
holder is withdrawing his election to have such Original Securities exchanged,
(d) be signed by the holder in the same manner as the original signature on the
Letter of Transmittal by which such Original Securities were tendered (including
any required signature guarantees) or be accompanied by documents of transfer to
have the registrar with respect to the Original Securities register the transfer
of such Original Securities in the name of the person withdrawing the tender,
and (e) specify the name in which such Original Securities are registered, if
different from that of the Depositor. If Original Securities have been tendered
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the caption "The Exchange Offer-Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Original Securities 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, whose determination shall be final and binding on
all parties. Any Original Securities so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any
Original Securities 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 Original Securities tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures set forth in the Prospectus under
the caption "The Exchange Offer-Book-Entry Transfer," such Original Securities
will be credited to an account maintained with the Book-Entry Transfer Facility
for the Original Securities) promptly after the expiration or termination of the
Exchange Offer. Properly withdrawn Original Securities 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, requests for additional copies of the Prospectus
and this Letter of Transmittal, 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.
8
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW.
- -----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: CITIBANK, N.A.
- -----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN Social Security Number
THE BOX AT RIGHT AND CERTIFY BY
FORM W-9 SIGNING AND DATING BELOW. -------------------------------------
OR
-------------------------------------
DEPARTMENT OF THE Employer Identification Number
TREASURY -------------------------------------------------------------------------------------
INTERNAL REVENUE SERVICE PART 2 - TIN Applied For [ ]
-------------------------------------------------------------------------------------
PART 3 - CERTIFICATION - Under penalties of perjury, I certify that (1) the
number shown on this form is my correct taxpayer identification number (or
PAYER'S REQUEST FOR I am waiting for a number to be issued to me) AND (2) I am not subject to
TAXPAYER IDENTIFICATION backup withholding because (a) I am exempt from backup withholding, or (b)
NUMBER ("TIN") I have not been notified by the Internal Revenue Service (the "IRS") that I
CERTIFICATION 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. (You must cross out Item (2) above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting of interest or dividends on your return.)
SIGNATURE DATE
-------------------------------------------------- ------------
- -----------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9.
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Center or Social Security Administration Office or (b) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number at the time of the exchange, 31% of
all reportable payments made to me thereafter will be withheld until I provide a
number.
- ------------------------------------------- --------------
Signature Date
- -------------------------------------------------------------------------------
9
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.
- ------------------------------------------------------- -------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF
- ------------------------------------------------------- -------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, any one of the individuals (1)
3. Custodian account of a minor (Uniform Gift to The minor (2)
Minors Act)
4. (a) The usual revocable savings trust account The grantor-trustee (1)
(grantor is also trustee)
(b) So-called trust account that is not a legal The actual owner (1)
or valid trust under state law
5. Sole proprietorship account The owner (3)
- ------------------------------------------------------- -------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION
NUMBER OF
- ------------------------------------------------------- -------------------------------------------------------
6. A valid trust, estate, or pension trust The legal entity (4)
7. Corporate account The corporation
8. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture in The public entity
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. 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 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.)
If no name is circled when more than one name is listed, the number will be
considered to be that of the first name listed.
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Section references are to the Internal Revenue Code.
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), or an individual
retirement plan.
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 registered in the United States
or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A foreign central bank of issue.
o A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS NOT GENERALLY SUBJECT TO BACKUP
WITHHOLDING ALSO 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 not paid in money.
o Payments made by certain foreign organizations.
PAYMENTS OF INTEREST NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING ALSO 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 exempt interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
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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.
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 you to give your correct Taxpayer
Identification Number 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 you are required to file a tax return. 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 correct Taxpayer Identification Number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - Wilfully 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.
12