<PAGE>
EXHIBIT 99.12
LETTER OF TRANSMITTAL
AUTOTOTE CORPORATION
OFFER TO EXCHANGE
ALL OF ITS
12 1/2% SENIOR SUBORDINATED NOTES DUE 2010, SERIES B
FOR ANY AND ALL OF ITS OUTSTANDING
12 1/2% SENIOR SUBORDINATED NOTES DUE 2010, SERIES A
PURSUANT TO THE PROSPECTUS DATED DECEMBER __, 2000
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[ ], 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
The Bank of New York
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BY HAND OR OVERNIGHT FACSIMILE TRANSACTIONS: BY REGISTERED OR CERTIFIED
DELIVERY: (ELIGIBLE INSTITUTIONS ONLY) MAIL:
The Bank of New York (212) 815-5915 The Bank of New York
101 Barclay Street Attention: 101 Barclay Street
Floor 7 East TO CONFIRM BY TELEPHONE Floor 7 East
New York, New York 10286 OR FOR INFORMATION CALL: New York, New York 10286
Attention: [( ) - ] Attention:
Reorganization Section Reorganization Section
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ
THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THE LETTER OF
TRANSMITTAL.
The undersigned acknowledges that he or she has received the Prospectus,
dated December , 2000 (as the same may be amended from time to time, the
"Prospectus"), of Autotote Corporation, a Delaware corporation (the "Company"),
relating to the offer of the Company, upon the terms and subject to the
conditions set forth in the Prospectus and in this Letter of Transmittal and the
instructions hereto (the "Letter of Transmittal," which together with the
Prospectus, any amendments or supplements thereto, and the instructions hereto,
collectively constitute the "Exchange Offer"), to exchange $1,000 in principal
amount of its 12 1/2% Senior Subordinated Notes due 2010, Series B (the "series
B notes"), for each $1,000 in principal amount of its issued and outstanding
12 1/2% Senior Subordinated Notes due 2010, Series A (the "series A notes"). The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 2001, unless the Company extends the Exchange
<PAGE>
Offer, in which case the term shall mean the latest date and time to which the
Exchange Offer is extended by the Company.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
This Letter of Transmittal is to be used if either (1) certificates
representing series A Notes are to be physically delivered to the Exchange Agent
herewith by Holders (as defined below), (2) tender of series A Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC") pursuant to the procedures set forth in
"The Exchange Offer--How to Tender Series A Notes for Exchange" in the
Prospectus by any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of series A notes or
(3) tender of series A notes is to be made according to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures." Delivery of this Letter of Transmittal and any other
required documents must be made to the Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC's PROCEDURES WILL NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name series A
notes are registered on the books of the Company or any other person who has
obtained a properly completed bond power from the registered holder.
All Holders of series A notes who wish to tender their series A notes must,
prior to the Expiration Date: (1) complete, sign, date and deliver this Letter
of Transmittal, or a manually signed facsimile thereof, to the Exchange Agent,
in person or to the address set forth above; and (2) tender (and not withdraw)
his or her series A notes or, if a tender of series A notes is to be made by
book-entry transfer to the account maintained by the Exchange Agent at DTC,
confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in
accordance with the procedures for tendering described in the instructions to
this Letter of Transmittal. Holders of series A notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter of
Transmittal to be delivered to the Exchange Agent on or prior to the Expiration
Date, must tender their series A notes according to the guaranteed delivery
procedures set forth under the caption "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the series A notes validly tendered and not withdrawn
and the issuance of the series B notes will be made promptly following the
Expiration Date. For the purposes of the Exchange Offer, the Company shall be
deemed to have accepted for exchange validly tendered series A notes when, as
and if the Company has given written notice thereof to the Exchange Agent.
THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS MUST BE RECEIVED, OR
DTC'S PROCEDURES FOR BOOK-ENTRY TRANSFER MUST BE COMPLETED, BY 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Autotote Corporation (the "Company") the principal amount of
the series A notes indicated below.
Subject to and effective upon the acceptance for exchange of the principal
amount of series A notes tendered hereby in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the series A notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company and as Trustee and
Registrar under the indenture, dated as of August 14, 2000, by and among the
Company, the guarantors named therein (the "Guarantors"), and The Bank of New
York as
<PAGE>
trustee, for the series A notes and the series B notes) with respect to the
tendered series A notes with full power of substitution (such power of attorney
being deemed an irrevocable power coupled with an interest), subject only to the
right of withdrawal described in the Prospectus, to (1) deliver certificates for
such series A notes to the Company or transfer ownership of such series A notes
on the account books maintained by DTC, together, in either such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (2) present such series A notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such series A notes, all in accordance with the terms of the
Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon certain no-action letters issued by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the series B notes issued pursuant to the Exchange Offer in exchange for the
series A notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased such series A notes
directly from the Company for resale pursuant to Rule 144A, Regulation S or any
other available exemption under the Securities Act of 1933, as amended (the
"Securities Act") or a person that is an "affiliate" of the Company or any
Guarantor 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 series B notes are acquired in the ordinary
course of such holders' business and such holders are not participating, do not
intend to participate and have no arrangement or understanding with any person
to participate, in the distribution of such series B notes. See "The Exchange
Offer--Transferability of the Series B Notes" in the Prospectus.
The undersigned agrees that acceptance of any tendered series A notes by the
Company and the issuance of series B notes in exchange therefor shall constitute
performance in full by the Company and the Guarantors of their obligations under
the Registration Rights Agreement, dated as August 14, 2000, among the initial
purchasers (as defined in the Prospectus), the Company and the Guarantors and
that, upon the issuance of the series B notes, the Company will have no further
obligations or liabilities thereunder (except in certain limited circumstances).
The undersigned represents and warrants that (1) the series B notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving series B notes (which shall be the undersigned
unless otherwise indicated in the box entitled "Special Delivery Instructions"
below) (the "Recipient"), (2) neither the undersigned nor the Recipient (if
different) is engaged in, intends to engage in or has any arrangement or
understanding with any person to participate in the distribution (as that term
is interpreted by the SEC) of such series B notes, and (3) neither the
undersigned nor the Recipient (if different) is an "affiliate" of the Company or
any Guarantor as defined in Rule 405 under the Securities Act.
If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired series A notes for the undersigned's own account as
a result of market-making activities or other trading activities,
(2) represents that it has not entered into any arrangement or understanding
with the Company or any "affiliate" of the Company (within the meaning of
Rule 405 under the Securities Act) to distribute the series B notes to be
received in the Exchange Offer and (3) acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act (for which purposes,
the delivery of the Prospectus, as the same may be hereafter supplemented or
amended, shall be sufficient) in connection with any resale of series B notes
received in the Exchange Offer. Such a broker-dealer will not be deemed, solely
by reason of such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT
NOT TO ACCEPT TENDERED SERIES A NOTES FROM ANY TENDERING HOLDER IF THE COMPANY
DETERMINES THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE
SECURITIES LAWS.
The undersigned understands and acknowledges that the Company reserves the
right to purchase or make offers for any series A notes that remain outstanding
after the Expiration Date or, as set forth in the Prospectus under the caption
"The Exchange Offer--Conditions to the Exchange Offer," to
<PAGE>
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase series A notes during the pendency of the Exchange Offer in the open
market, in privately negotiated transactions or otherwise. The terms of any such
purchases or offers could differ from the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions of the Exchange Offer, has full power and authority to
tender, exchange, sell, assign and transfer the series A notes tendered hereby
and to acquire series B notes issuable upon the exchange of such tendered series
A notes, and that, when the same are accepted for exchange by the Company, 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 or right. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or the
Company in order to complete the exchange, assignment and transfer of ownership
of such series A notes on the account books maintained by a book-entry transfer
facility.
The undersigned agrees that 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 successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and personal and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death,
incapacity or dissolution of the undersigned.
The undersigned understands that tenders of the series A notes pursuant to
any one of the procedures described under the caption "The Exchange Offer--How
to Tender Series A Notes for Exchange" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned, the Company,
the Guarantors and the Exchange Agent in accordance with the terms and subject
to the conditions of the Exchange Offer.
The undersigned understands that by tendering series A notes pursuant to one
of the procedures described in the Prospectus and the instructions hereto, the
tendering holder will be deemed to have waived the right to receive any payment
in respect of interest on the series A notes accrued up to the date of issuance
of the series B notes.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept the exchange of any of
the series A notes tendered. Series A notes not accepted for exchange or
withdrawn will be returned to the undersigned (except as noted below with
respect to tenders through DTC) at the address shown below or at a different
address as may be indicated herein under "Special Delivery Instructions" below.
By acceptance of the Exchange Offer, each broker-dealer that receives series
B notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon
the receipt of notice by the Company of the happening of any event that makes
any statement in the Prospectus untrue in any material respect or that requires
the making of any changes in the Prospectus in order to make the statements
therein not misleading (which notice the Company agrees to deliver promptly to
such broker-dealer), such broker-dealer will suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
prospectus to such broker-dealer.
Unless otherwise indicated herein under "Special Registration Instructions"
below, please issue the certificates representing the series B notes issued in
exchange for the series A notes accepted for exchange and return any
certificates for series A notes not tendered or not exchanged, in the name(s) of
the undersigned (or, in either such event in the case of series A notes tendered
by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated
under "Special Delivery Instructions" below, please send the certificates
representing the series B notes issued in exchange for the series A notes
accepted for exchange and any certificates for series A notes not tendered or
not exchanged (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s), unless, in either event,
tender is being made through DTC. In the event that both "Special Registration
Instructions" and "Special Delivery Instructions" are completed, please issue
<PAGE>
the certificates representing the series B notes issued in exchange for the
series A notes accepted for exchange in the name(s) of, and return any
certificates for series A notes not tendered or not exchanged to, the person(s)
so indicated. The undersigned understands that the Company has no obligations
pursuant to the "Special Registration Instructions" or "Special Delivery
Instructions" to transfer any series A notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the series
A notes so tendered.
Holders who wish to tender their series A notes and (1) whose series A notes
are not immediately available or (2) who cannot deliver their series A notes,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, may tender their series A notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 1 regarding the completion of the Letter of Transmittal.
THE UNDERSIGNED BY COMPLETING THE BOX "DESCRIPTION OF SERIES A NOTES" BELOW AND
SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE SERIES A NOTES AND MADE
CERTAIN REPRESENTATIONS DESCRIBED HEREIN AND IN THE EXCHANGE OFFER.
<PAGE>
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(SEE INSTRUCTIONS 1 AND 2 AND THE FOLLOWING PARAGRAPH)
This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the certificates for the series A notes or, if
tendered by a participant in DTC, exactly as such participant's name appears
on a security listing as the owner of series A notes, or by person(s)
authorized to become registered holder(s) by a properly completed bond power
from the registered holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If series A notes to which this Letter of Transmittal
relate are held of record by two or more joint holders, then all such
holders must sign this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, then such person must (1) set forth his or her full title below
and (2) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority to so act. (See Instruction 4).
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated: _____________, 200
(PLEASE TYPE OR PRINT)
NAME(S) __________________________________________________________________
Capacity ___________________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
AREA CODE AND TELEPHONE NUMBER ( )______________________________________
EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NO(S).: __________________________________________________
(SEE INSTRUCTION 8)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 1)
Signature(s) Guaranteed by
an Eligible Institution:
Authorized Signature: ______________________________________________________
Printed Name: ______________________________________________________________
Title: _____________________________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ____________________________________________
Dated: _____________, 200
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE CERTIFICATE(S) FOR SERIES A NOTES OR A CONFIRMATION OF
BOOK-ENTRY TRANSFER OF SUCH SERIES A NOTES AND ALL OTHER REQUIRED DOCUMENTS)
OR, IF GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF
GUARANTEED DELIVERY, MUST BE, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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<PAGE>
List below the series A notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amounts should be listed on a separate signed schedule attached hereto. See
Instruction 3. The minimum permitted tender is $1,000 principal amount of series
A notes; all other tenders must be in integral multiples of $1,000.
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<CAPTION>
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DESCRIPTION OF SERIES A NOTES
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(I) (II) (III) (IV)
AGGREGATE
NAME(S) AND ADDRESS(S) OF HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S) REPRESENTED TENDERED
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--------------------------------------------
--------------------------------------------
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TOTAL..................................................
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* Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the
terms and conditions of the Exchange Offer, the undersigned will be deemed to have tendered the
entire aggregate principal amount represented by the series A notes indicated in the column labeled
"Aggregate Principal Amount Represented." See Instruction 5.
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</TABLE>
/ / CHECK HERE IF TENDERED SERIES A NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF SERIES A NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
HOLDERS WHOSE SERIES A NOTES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT DELIVER
THEIR SERIES A NOTES AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE MAY TENDER THEIR SERIES A NOTES
ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN THE PROSPECTUS
UNDER THE CAPTION "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES." (SEE
INSTRUCTION 2.)
/ / CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (See Instructions 1 and 2):
Name(s) of Registered Holder(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
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: ___________________________________________________________________
<PAGE>
If delivery of series A notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, then tenders of series A notes
must be effected in accordance with the procedures mandated by DTC and the
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Book-entry Transfer."
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SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for series A notes in a principal
amount not exchanged and/or series B notes are to be registered in the name
of or issued to someone other than the person or persons whose signature(s)
appear(s) on this Letter of Transmittal above.
Issue and mail: (check appropriate box(es)):
/ / series B notes to:
/ / series A notes to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(COMPLETE THE SUBSTITUTE FORM W-9)
---------------------------------------------------------
---------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for series A notes in a principal
amount not exchanged and/or series B notes are to be sent to the person or
persons whose signature(s) appear(s) on this Letter of Transmittal at an
address other than that shown in the box entitled "Description of series A
notes" on this Letter of Transmittal above, or to someone other than such
person or persons.
Mail and deliver: (check appropriate box(es)):
/ / series B notes to:
/ / series A notes to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(COMPLETE THE SUBSTITUTE FORM W-9)
------------------------------------------------------
See Instruction 8 for a summary description for tax and other consequences
for utilizing "Special Registration Instructions" or "Special Delivery
Instructions."
<PAGE>
TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(SEE INSTRUCTION 8)
PAYER'S NAME: THE BANK OF NEW YORK
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SUBSTITUTE PART I--PLEASE Social Security Number
FORM W-9 PROVIDE YOUR TIN IN OR ------------------------
Department of the Treasury THE BOX AT RIGHT (OR Employer Identification Number
Internal Revenue Service CHECK THE BOX IN PART
3 BELOW IF YOU DO NOT
HAVE A TIN) AND
CERTIFY BY SIGNING
AND DATING BELOW
Payer's Request for Taxpayer
Identification Number (TIN)
---------------------------------------------------------------------------------------------------------------
PART 2--CERTIFICATION--Under penalties of perjury, I certify that: (1) The number shown on this form is my
correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject
to backup withholding either because: (a) I am exempt from backup withholding, (b) I have not been notified by
the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and (3) any other information provided on this form is true and correct.
CERTIFICATION INSTRUCTIONS--You must cross out clause (2) of Part 2 above, which would otherwise certify that
you are not subject to backup withholding, if you have been notified by the IRS that you are currently subject
to backup withholding because of under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you received another notification from
the IRS that you are no longer subject to backup withholding, do not cross out any portion of Part 2.
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PART 3--
SIGNATURE DATE , 200 AWAITING TIN / /
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY INTEREST PAYMENTS MADE TO YOU WITH RESPECT TO
THE SERIES B NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 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 (1) I have mailed or
delivered an application to receive a Taxpayer Identification Number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (2) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a Taxpayer
Identification Number within sixty days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a Taxpayer
Identification Number.
SIGNATURE ___________________________ DATE __________________________ 200
--------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the series A notes tendered herewith and such holder(s) have not
completed the box set forth herein entitled "Special Registration Instructions"
or the box entitled "Special Delivery Instructions" or (b) such series A notes
are tendered for the account of a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an
"Eligible Institution"). (See Instruction 6.) Otherwise, all signatures on this
Letter of Transmittal or a notice of withdrawal, as the case may be, must be
guaranteed by an Eligible Institution. All signatures on bond powers and
endorsements on certificates must also be guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND SERIES A NOTES. Certificates
for all physically delivered series A notes or confirmation of any book-entry
transfer to the Exchange Agent at DTC of series A notes tendered by book-entry
transfer, as well as, in each case (including cases where tender is affected by
book-entry transfer), a properly completed and duly executed copy of this Letter
of Transmittal or a manually signed facsimile hereof and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered series A notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and the delivery will be deemed made only
when actually received by the Exchange Agent. If series A notes are sent by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery. No Letter of Transmittal or series A notes should be sent to the
Company.
The Exchange Agent will make a request to establish an account with respect
to the series A notes at DTC for purposes of facilitating the Exchange Offer
promptly after receipt of this Prospectus, and any financial institution that is
a participant in DTC's system may make book-entry delivery of series A notes by
causing DTC to transfer such series A notes into the Exchange Agent's DTC
account in accordance with DTC's procedures for transfer. However, although
delivery of series A notes may be effected through book-entry transfer at DTC,
the Letter of Transmittal, with any required signature guarantees or an Agent's
Message (as defined in the next paragraph) in connection with a book-entry
transfer and any other required documents, must, in any case, be transmitted to
and received by the Exchange Agent at the address specified on the cover
page of the Letter of Transmittal on or prior to the Expiration Date or the
guaranteed delivery procedures described below must be complied with.
A Holder may tender series A notes that are held through DTC by transmitting
its acceptance through DTC's Automatic Tender Offer Program, for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent for its acceptance. The term
"Agent's Message" means a message, transmitted by DTC and received by the
Exchange Agent and forming part of the Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from each participant in DTC
tendering the series A notes and that such participant has received the Letter
of Transmittal and agrees to be bound by the terms of the Letter of Transmittal,
and the Company may enforce such agreement against such participant.
Holders who wish to tender their series A notes and (1) whose series A notes
are not immediately available, or (2) who cannot deliver their series A notes,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date or comply with book-entry transfer
procedures on a timely basis, must tender their series A notes according to the
guaranteed delivery procedures set forth in the Prospectus. See "Exchange Offer
X Guaranteed Delivery Procedures." Pursuant to such procedure: (1) such tender
must be made by or through an Eligible Institution; (2) prior to the Expiration
Date, the Exchange Agent must have received from the
<PAGE>
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, overnight courier, mail or hand delivery)
setting forth the name and address of the Holder of the series A notes, the
certificate number or numbers of such series A notes and the principal amount of
series A notes tendered, stating that the tender is being made thereby and
guaranteeing that, within three business days after the Expiration Date, this
Letter of Transmittal (or a manually signed facsimile hereof) together with the
certificate(s) representing the series A notes to be tendered in proper form for
transfer and all other documents required by this Letter of Transmittal, or
Book-Entry Confirmation into the Exchange Agent's account at DTC of series A
notes delivered electronically, will be deposited by the Eligible Institution
with the Exchange Agent; and (3) such properly completed and executed Letter of
Transmittal (or a manually signed facsimile hereof), and other documents
required by this Letter of Transmittal and the certificate(s) representing all
tendered series A notes in proper form for transfer (or a Book-Entry
Confirmation of such series A notes into the Exchange Agent's account at DTC),
must be received by the Exchange Agent within three business days after the
Expiration Date, all in the manner provided in the Prospectus under the caption
"The Exchange Offer And Guaranteed Delivery Procedures." Any Holder who wishes
to tender his or her series A notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their series A notes
according to the guaranteed delivery procedures set forth above.
The Company will determine all questions as to the validity, form,
eligibility (including time of receipt), acceptance of tendered series A notes,
and withdrawal of tendered series A notes. The Company's determination will be
final and binding. All tendering holders, by execution of this Letter of
Transmittal (or a manually signed facsimile thereof), shall waive any right to
receive notice of the acceptance of the series A notes for exchange. The Company
reserves the absolute right to reject any and all series A notes improperly
tendered or any series A notes the Company's acceptance of which would, in the
opinion of the Company or of counsel for the Company, be deemed unlawful. The
Company also reserves the right to waive any defects or irregularities or
conditions of tender as to particular series A notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of series A notes must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of series A notes, nor shall any of them incur any liability for failure to give
such notification. Tenders of series A notes will not be deemed to have been
made until such defects or irregularities have been cured to the Company's
satisfaction or waived. Any series A notes received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
Holders pursuant to the Company's determination, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date. The Exchange Agent has no fiduciary duties to the Holders with respect to
the Exchange Offer and is acting solely on the basis of directions of the
Company.
3. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and/or the number of series A notes should be listed on a separate
signed schedule attached hereto.
4. TENDER BY HOLDER. Only a Holder of series A notes may tender such series
A notes in the Exchange Offer. Any beneficial owner of series A notes who is not
the registered Holder and who wishes to tender should arrange with such
registered Holder to execute and deliver this Letter of Transmittal on such
beneficial owner's behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his or her series A notes, either make appropriate
arrangements to register ownership of the series A notes in such beneficial
owner's name or obtain a properly completed bond power from the registered
holder or properly endorsed certificates representing such series A notes.
5. PARTIAL TENDERS; WITHDRAWALS. Tenders of series A notes will be accepted
only in integral multiples of $1,000. If less than the entire principal amount
of any series A notes is tendered,
<PAGE>
the tendering Holder should fill in the principal amount tendered in the third
column of the box entitled "Description of series A notes" above. The entire
principal amount of any series A notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all series A notes is not tendered, then series A notes for the
principal amount of series A notes not tendered and a certificate or
certification representing series B notes issued in exchange for any series A
notes accepted will be sent to the Holder at his or her registered address,
unless a different address is provided in the "Special Delivery Instructions"
box above on this Letter of Transmittal or unless tender is made through DTC,
promptly after the series A notes are accepted for exchange.
Except as otherwise provided herein, tenders of series A notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date by delivery of a written or facsimile transmission notice of withdrawal to
the Exchange Agent at its address set forth herein. Any such notice of
withdrawal must (1) specify the name of the person having deposited the series A
notes to be withdrawn (the "Depositor"), (2) identify the series A notes to be
withdrawn (including the certificate number or numbers and principal amount of
such series A notes, or, in the case of series A notes transferred by book-entry
transfer, the name and number of the account at DTC to be credited), (3) be
signed by the Depositor in the same manner as the original signature on the
Letter of Transmittal by which such series A notes were tendered (including any
required signature guarantee) or be accompanied by documents of transfer
sufficient to have the Registrar with respect to the series A notes register the
transfer of such series A notes into the name of the person withdrawing the
tender and (4) specify the name in which any such series A notes are to be
registered, if different from that of the Depositor. The Company will determine
all questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices the Company's determination shall be final
and binding on all parties. Any series A notes so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no series B
notes will be issued with respect to those series A notes unless they are
validly retendered. Any series A notes which have been tendered but which are
not accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn series A
notes may be retendered by following one of the procedures described in the
Prospectus under "The Exchange Offer X How to Tender Series A Notes for
Exchange" at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.
If this Letter of Transmittal (or a manually signed facsimile hereof) is signed
by the registered Holder(s) of the series A notes tendered hereby, the signature
must correspond exactly with the name(s) as written on the face of the series A
note without alteration, enlargement or any change whatsoever.
If any of the series A notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of series A notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many copies of this Letter of
Transmittal as there are different registrations of series A notes.
If this Letter of Transmittal (or a manually signed facsimile hereof) is
signed by the registered Holder or Holders (which term, for the purposes
described herein, shall include a book-entry transfer facility whose name
appears on a security listing as the owner of the series A notes) of series A
notes tendered and the certificate or certificates for series B notes issued in
exchange therefor is to be issued (or any untendered principal amount of series
A notes to be reissued) to the registered Holder, then such Holder need not and
should not endorse any tendered series A notes, nor provide a separate bond
power. In any other case, such Holder must either properly endorse the series A
notes tendered or transmit a properly completed separate bond power with this
Letter of Transmittal with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution.
<PAGE>
If this Letter of Transmittal (or a manually signed facsimile hereof) is
signed by a person other than the registered Holder or Holders of any series A
notes listed, such series A notes must be endorsed or accompanied by appropriate
bond powers, in each case signed as the name of the registered Holder or Holders
appears on the series A notes.
If this Letter of Transmittal (or a manually signed facsimile hereof) or any
series A notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the Company, evidence satisfactory to the Company
of their authority so to act must be submitted with this Letter of Transmittal.
Endorsements on series A notes or signatures on bond powers required by this
Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which series B
notes or substitute series A notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
8. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. If the
Company is not provided with a Holder's correct taxpayer identification number,
which, in the case of a Holder who is an individual, is the Holder's social
security number, or if a Holder does not establish an exemption from backup
withholding, interest on the series B notes acquired pursuant to the Exchange
Offer may be subject to backup withholding in an amount equal to 31% of any
interest payment. In addition, an exchanging Holder of series A notes may be
subject to a penalty imposed by the IRS if such Holder does not provide its
correct taxpayer identification number. If withholding occurs and results in an
overpayment of taxes, a refund may be obtained from the IRS by filing a return.
To prevent backup withholding, each exchanging Holder of series A notes
subject to backup withholding must provide its correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification number provided is
correct (or that the exchanging Holder of series A notes is awaiting a taxpayer
identification number) and that either (a) the exchanging Holder has not been
notified by the IRS that it is subject to backup withholding as a result of
failure to report all interest or dividends or (b) the IRS has notified the
exchanging holder that it is no longer subject to backup withholding.
Certain exchanging Holders of series A notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding requirements. An exempt holder (other than a foreign person) should
certify, in accordance with the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, to such Holder's TIN and
exempt status on the Substitute Form W-9 provided in this Letter of Transmittal
and write "Exempt" below the Holder's TIN. Foreign persons should submit
Form W-8BEN, which is available from the Exchange Agent upon request.
9. TRANSFER TAXES. Holders tendering pursuant to the Exchange Offer will
not be obligated to pay brokerage commissions or fees or to pay transfer taxes
with respect to their exchange under the Exchange Offer unless the box entitled
"Special Registration Instructions" in this Letter of Transmittal has been
completed, or unless the securities to be received upon exchange are to be
issued to any person other than the Holder of the series A notes tendered for
exchange. The Company will pay all other charges or expenses in connection with
the exchange offer. If Holders tender series A notes for exchange and the
exchange offer is not consummated, such series A notes will be returned to the
Holders at the Company's expense.
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the series A notes specified in this Letter
of Transmittal
<PAGE>
10. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any series A notes tendered.
11. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A NOTES. Any tendering
Holder whose series A notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. The Bank of New York is
the Exchange Agent. All tendered series A notes, executed Letters of Transmittal
and other related documents should be directed to the Exchange Agent at the
addresses or facsimile number set forth on the first page of this Letter of
Transmittal. Questions and requests for assistance and requests for additional
copies of the Prospectus, this Letter of Transmittal and other related documents
should be addressed to the Exchange Agent as follows:
The Bank of New York
101 Barclay Street
Floor 7 East
New York, New York 10286
Attention: [ ]
Reorganization Section
FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(212) 815-[ ]
Attention: Corporate Trust Trustee Administration
To Confirm by Telephone
or for Information Call:
[( ) - ]
