<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
LABRANCHE & CO INC.
Offer to Exchange
$250,000,000 12% Senior Notes due 2007
which have been registered under the Securities Act of 1933, as amended,
for any and all outstanding
$250,000,000 12% Senior Notes due 2007 Pursuant to the
Prospectus, dated June 16, 2000.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON JULY 17, 2000
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY TO: FIRSTAR BANK, N.A., EXCHANGE AGENT
BY MAIL: BY HAND:
Firstar Bank, N.A. Firstar Bank, N.A.
425 Walnut Street 425 Walnut Street
Corporate Trust Services, 6th Floor Corporate Trust Services, 6th Floor
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
ATTN: Keith Maurmeier ATTN: Keith Maurmeier
Telephone: (513) 632-4843
Facsimile: (513) 632-5511
Delivery of this instrument to an address other than as set forth above,
or transmission of instructions via facsimile other than as set forth above,
will not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus, dated June 16,
2000 (the "Prospectus"), of LaBranche & Co Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal (this "Letter"), which together
constitute the offer (the "Exchange Offer") to exchange an aggregate principal
amount of up to $250,000,000 12% Senior Notes due 2007 (the "Exchange Notes")
for an equal principal amount of the outstanding $250,000,000 12% Senior Notes
due 2007 (the "Initial Notes").
For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having a principal amount at maturity equal
to that of the surrendered Initial Note. The Exchange Notes will accrue interest
at the applicable per annum rate from and including the most recent date to
which interest has been paid on the Initial Notes or, if no interest has been
paid on the Initial Notes, from and including the date of issuance of the
Initial Notes. Interest on the Exchange Notes is payable on
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March 1 and September 1 of each year commencing September 1, 2000; provided,
however, that the final interest payment date will be the maturity date instead
of March 1, 2007. The Company reserves the right, at any time or from time to
time, to extend the Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean July 17, 2000 (20 days following the commencement
of the Exchange Offer), unless the Exchange Offer is extended if and as required
by applicable law, in which case Expiration Date shall mean the latest date to
which the Exchange Offer is extended. In order to extend the Expiration Date,
the Company will notify the Exchange Agent of any extension by oral or written
notice and may notify the holders of the Initial Notes by mailing an
announcement or by means of a press release or other public announcement prior
to 9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter is to be completed by a holder of Initial Notes either if
Initial Notes are to be forwarded herewith or if a tender of Initial Notes, if
available, is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedure set forth in "The Exchange Offer" section
of the Prospectus. Holders of Initial Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Initial Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Initial Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer-Terms of the Exchange Offer-Guaranteed Delivery Procedure" section of the
Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed hereto.
2
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<TABLE>
<CAPTION>
-------------------------------------------------- ------------------ ---------------
DESCRIPTION OF INITIAL NOTES (1) (2) (3)
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<S> <C> <C> <C>
NAME(S) AND ADDRESS(ES) CERTIFICATE AGGREGATE PRINCIPAL
OF REGISTERED HOLDER(S) NUMBER(S)* PRINCIPAL AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) OF INITIAL TENDERED
NOTE(S) (IF LESS THAN
ALL)**
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TOTAL
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</TABLE>
* Need not be completed if Initial Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Initial Notes represented by the Initial Notes
indicated in column 2. See Instruction 2. Initial Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
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ACCOUNT INFORMATION
/ / CHECK HERE IF TENDERED INITIAL NOTES 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_____________________________________________
Account Number ___________________ Transaction Code Number _______________
/ / CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Institution which guaranteed delivery_____________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number _________________ Transaction Code Number_________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________
Address: _______________________________________________________________
________________________________________________________________________
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount of
Initial Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Initial Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Initial Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Initial
Notes 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 accepted by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Initial Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the undersigned, that neither the holder of such
Initial Notes nor any such other person is engaged in, or intends to engage in a
distribution of such Exchange Notes, or has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes, and that
neither the holder of such Initial Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company.
The undersigned also acknowledges that this Exchange Offer is being
made based upon the Company's understanding of an interpretation by the staff of
the Securities and Exchange Commission (the "Commission") as set forth in
no-action letters issued to third parties, including Exxon Capital Holdings
Corporation, SEC No-Action Letter (available April 13, 1988), Morgan Stanley &
Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993), that the Exchange Notes
issued in exchange for the Initial Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by holders thereof (other
than a broker-dealer who acquires such Exchange Notes directly from the Company
for resale pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act or any such holder that is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders are not engaged in, and do not
intend to engage in, a distribution of such Exchange Notes and have no
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes. If a holder of Initial Notes is engaged in or intends to
engage in a distribution of the Exchange Notes or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such holder may not rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in
4
<PAGE>
exchange for Initial Notes, it represents that the Initial Notes to be exchanged
for the Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Initial Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer-Terms of the Exchange Offer-Withdrawal of Tenders" section of the
Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the Exchange Notes (and, if
applicable, substitute certificates representing Initial Notes for any Initial
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Initial Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the Exchange Notes (and, if applicable, substitute certificates
representing Initial Notes for any Initial Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of
Initial Notes".
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES
AS SET FORTH IN SUCH BOX ABOVE.
5
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
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To be completed ONLY if certificates for Initial Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter below, or if Initial
Notes delivered by book-entry transfer which are not accepted for exchange are
to be returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
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Issue Exchange Notes and/or Initial Notes to (please type or print):
Name(s): ____________________________________________________________________
Address: ____________________________________________________________________
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(Complete accompanying Substitute Form W-9)
Credit unexchanged Initial Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
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(Book-Entry Transfer Facility)
--------------------------------------------------------------------------------
(Account number)
--------------------------------------------------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
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To be completed ONLY if certificates for Initial Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter below or to such person(s) at an address
other than shown in the box entitled "Description of Initial Notes" on this
Letter above.
Mail Exchange Notes and/or Initial Notes to (Please type or print):
Name(s): ____________________________________________________________________
Address: ____________________________________________________________________
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
INITIAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
<PAGE>
--------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
_____________________________________________________________ x
_____________________________________________________________ x
(Signature(s) of Owner) (Date)
Area Code and Telephone Number: _____________________________
If a holder is tendering any Initial Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Initial Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
Name(s) (Please Type or Print):___________________________________________
___________________________________________
Capacity: ____________________________________________________________
Address: ____________________________________________________________
__________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed
by an Eligible Institution:_____________________________________________________
(Authorized Signature)
--------------------------------------------------------------------------------
(Title)
--------------------------------------------------------------------------------
(Name and Firm)
Dated: __________________, 1999
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7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS
AND CONDITIONS OF THE OFFER TO EXCHANGE
$250,000,000 12% SENIOR NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
$250,000,000 12% SENIOR NOTES DUE 2007
LABRANCHE & CO INC.
1. DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by holders of Initial Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Terms of the Exchange Offer--Book-Entry Transfer" section of the
Prospectus. Certificates for all physically tendered Initial Notes, or
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below.
Initial Notes tendered hereby must be in denominations of principal amount at
maturity of $1,000 and any integral multiple thereof.
Holders of Initial Notes whose certificates for Initial Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Initial Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Terms of the Exchange Offer--Guaranteed Delivery
Procedure" section of the Prospectus. Pursuant to such procedures, (i) such
tender must be made through an Eligible Institution (as defined in instruction 3
below), (ii) prior to the Expiration Date, the Exchange Agent must receive from
such Eligible Institution a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Initial Notes and the amount of Initial Notes tendered, stating that the tender
is being made thereby and guaranteeing that within five business days after the
Expiration Date, the certificates for all physically tendered initial notes, in
proper form for transfer, or a Book-Entry Confirmation, as the case may be, and
any other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Initial Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter, are received by the Exchange Agent within five business days after the
Expiration Date.
The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.
8
<PAGE>
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF INITIAL NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Initial Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Initial Notes to be tendered in the box above entitled
"Description of Initial Notes--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Initial Notes will be sent
to such tendering holder, unless otherwise provided in the appropriate box on
this Letter, promptly after the Expiration Date. All of the Initial Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the recordholder(s) of the Initial Notes
tendered hereby, the signature must correspond exactly with the name(s) as
written on the face of the Initial Notes without any change whatsoever. If this
Letter is signed by a participant in the Book-Entry Transfer Facility, the
signature must correspond with the name as it appears on the security position
listing as the holder of the Initial Notes.
If any tendered Initial Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Initial Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder of the Initial Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the Exchange Notes are to be
issued, or any untendered Initial Notes are to be reissued, to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificates
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of
any certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on certificates for Initial Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or
9
<PAGE>
a member of the National Association of Securities Dealers, Inc., by a
commercial bank or trust company having an office or correspondent in the United
States or by an "eligible guarantor" institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934 (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Initial Notes are tendered: (i) by a registered holder
(or by a participant in The Depository Trust Company whose name appears on a
security position listing as the owner) who has not completed the box entitled
"Special Delivery Instructions" on the letter of transmittal and the Exchange
Notes are being issued directly to such registered holder (or deposited into the
participant's account at The Depository Trust Company), or (ii) for the account
of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Initial Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Initial Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. A holder of Initial Notes tendering Initial Notes by book-entry
transfer may request that Initial Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such holder of Initial
Notes may designate thereon. If no such instructions are given, such Initial
Notes not exchanged will be returned to the name or address of the person
signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose
Initial Notes are accepted for exchange must provide the Company (as payor) 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, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
of exchange Notes to such tendering holder may be subject to backup withholding
in an amount equal to 31% of all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Initial Notes (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 Initial Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is LaB Ltr of Transmittal and Notice of Guaranteed
Delivery.wpd exempt from backup withholding, (ii) the holder has not been
notified by the Internal Revenue Service that such holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding. If the tendering holder of Initial
Notes is a
10
<PAGE>
nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Company a completed Form W-8, Certificate of Foreign
Status. These forms may be obtained from the Exchange Agent. If the Initial
Notes 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 such holder does not provide its TIN to the Company within
60 days, backup withholding will begin and continue until such holder furnishes
its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay or cause to be paid all transfer taxes, if any,
applicable to the transfer of Initial Notes to it or its order pursuant to the
Exchange Offer. If, however (i) certificates representing Exchange Notes or
Initial Notes for principal amounts not tendered or accepted for exchange are
delivered to, or, are to be registered or issued in the name of, any person
other than the registered holder of the initial notes tendered, (ii) tendered
initial notes are registered in the name of any person other than the person
signing this Letter or (iii) a transfer tax is imposed for any reason other than
the exchange of Initial Notes pursuant to the Exchange Offer, then 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 is not necessary for transfer
tax stamps to be affixed to the Initial Notes specified in this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Initial Notes, nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
11
<PAGE>
Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
12
<PAGE>
-------------------------------------------------------------------------------
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: FIRSTAR BANK, N.A.
-------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN
Form W-9 THE BOX AT RIGHT AND CERTIFY BY
Department of SIGNING AND DATING BELOW. / /
the Treasury _________________________
Internal (Social Security Number or
Revenue Service Part 2 -- TIN Applied for / / Employer Identification
Number)
-------------------------------------------------------------------------------
CERTIFICATION: UNDER THE 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).
(2) I am not subject to backup withholding either because:
Payor's Request (a) I am exempt from backup withholding, or (b) I have not
For Taxpayer been notified by the Internal Revenue Service (the "IRS")
Identification that I am subject to backup withholding as a result of a
Number ("TIN") and failure to report all interest or dividends, or (c) the IRS
Certification has notified me that I and am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and
correct.
SIGNATURE: ______________________________ DATE:_____________________
--------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
--------------------------------------------------------------------------------
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
Service Center of 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 by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
------------------------------------ ---------------------------------
Signature Date
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13
