FORM OF LETTER OF TRANSMITTAL
Published on May 16, 2006
Exhibit (a)(1)(ii)
LETTER OF TRANSMITTAL
QUANTA SERVICES, INC.
Offer to Purchase for Cash
any and all of the Outstanding
4.0% Convertible Subordinated Notes Due 2007
of
Quanta Services, Inc.
(CUSIP No. 74762EAA0)
Pursuant to the Offer to Purchase
dated May 16, 2006
THE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 13, 2006, UNLESS EXTENDED (SUCH
DATE AND TIME, AS IT MAY BE EXTENDED, THE EXPIRATION
DATE).
The Depositary for the Offer is:
HSBC Bank USA, National Association
By Mail, Overnight Mail, Courier or Hand:
HSBC Bank USA, National Association
Corporate Trust & Loan Agency
2 Hanson Place, 14th Floor
Brooklyn, New York 11217-1409
Attention: Paulette Shaw
For Information: (718) 488-4475
By Facsimile:
(718) 488-4488
DELIVERY OF THIS LETTER OF TRANSMITTAL (THIS LETTER OF
TRANSMITTAL) TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE
TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE
A VALID DELIVERY.
Capitalized terms used but not defined herein shall have the
same meanings given them in the related Offer to Purchase dated
May 16, 2006.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.
This Letter of Transmittal is to be used by the holders of the
4.0% Convertible Subordinated Notes due 2007 (the
Notes) of Quanta Services, Inc., a Delaware
corporation (Quanta Services), if:
| | certificates for tendered Notes are to be physically delivered to the Depositary; or | |
| | tender of Notes is to be made by book-entry transfer to the Depositarys account at The Depository Trust Company (DTC) pursuant to the procedures for book-entry transfer set forth under the caption Terms of the Offer Procedure for Tendering Notes in the Offer to Purchase; |
and, in each case, instructions are not being transmitted
through the DTCs Automated Tender Offer Program
(ATOP).
Holders who are tendering by book-entry transfer to the
Depositarys account at DTC can execute the tender through
ATOP. DTC participants that are accepting the Offer may transmit
their acceptance to DTC, which will verify the acceptance and
execute a book-entry delivery to the Depositarys account
at DTC. DTC will then transmit an Agents Message to the
Depositary for its acceptance. Delivery of the Agents
Message by DTC will satisfy the terms of the Offer as to
execution and delivery of a Letter of Transmittal by the
participant identified in the Agents Message. DELIVERY
OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Only registered holders are authorized to tender their Notes.
The undersigned should complete, execute and deliver this Letter
of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer.
TENDERING OF NOTES
| o | CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE BEING DELIVERED HEREWITH. |
| o | CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT DTC AND COMPLETE THE FOLLOWING: |
Name of Tendering Institution:
Account Number:
Transaction Code Number:
| o | CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: |
Name of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution with Guaranteed Delivery:
Account Number:
List below the Notes to which this Letter of Transmittal
relates. If the space provided is inadequate, list the
certificate numbers and principal amounts on a separately
executed schedule and affix the schedule to this Letter of
Transmittal. Tenders of Notes will be accepted only in principal
amounts equal to $1,000 or integral multiples.
DESCRIPTION OF NOTES TENDERED
|
Name(s) and Address(es) of Holder(s) or Name of DTC Participant and Participants DTC Account Number in Which Notes Are Held |
Certificate Number(s)* |
Principal Amount Represented |
Principal Amount Tendered** |
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Total Principal Amount of Notes: |
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| * | Need not be completed by holders tendering by book-entry transfer. |
| ** | Unless otherwise specified, it will be assumed that the entire aggregate principal amount of the Notes described above is being tendered. See Instruction 4. Only registered holders may validly tender their Notes pursuant to the Offer. |
The names and addresses of the holders should be printed exactly
as they appear on the certificates representing the tendered
Notes. The Notes and the principal amount of Notes that the
undersigned wishes to tender should be indicated in the
appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Quanta Services, Inc.
(Quanta Services), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 16,
2006 (as it may be amended or supplemented from time to time,
the Statement), receipt of which is acknowledged,
and in accordance with this Letter of Transmittal (which
together with the Statement, constitutes the Offer),
the principal amount of Notes indicated in the table above
labeled Description of Notes Tendered under the
column heading Principal Amount Tendered. If nothing
is indicated in that column, then it will be assumed that the
entire aggregate principal amount represented by the Notes
described in the table is being tendered.
Subject to, and effective upon, the acceptance for payment of
the Notes tendered in accordance with the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of,
Quanta Services, all right, title and interest in and to all of
the tendered Notes. The undersigned hereby irrevocably
constitutes and appoints the Depositary the true and lawful
agent and
attorney-in-fact of the
undersigned, with full knowledge that the Depositary also acts
as the agent of Quanta Services, with respect to tendered Notes,
and with full powers of substitution and resubstitution:
| | to present such Notes and all evidences of transfer and authenticity to, or transfer of ownership of, such Notes on the account books maintained by The Depository Trust Company (DTC) to, or upon the order of, Quanta Services; and | |
| | to receive all benefits and otherwise exercise all rights of beneficial ownership of such Notes, |
all in accordance with the terms and conditions of the Offer as
described in the Statement. The above granted power of attorney
is deemed to be an irrevocable power of attorney coupled with an
interest.
If the undersigned is not the registered holder listed in the
box above labeled Description of Notes Tendered
under the column heading Principal Amount Tendered
or the holders legal representative or
attorney-in-fact, then
in order to validly tender, the undersigned must obtain and
deliver with this Letter of Transmittal, Notes that are endorsed
or accompanied by appropriate instruments of transfer entitling
the undersigned to tender the Notes on behalf of such registered
holder, in any case signed exactly as the name of the registered
holder appears on the Notes, with the signatures on the
certificates or instruments of transfer guaranteed as described
below.
The undersigned understands that tenders of Notes pursuant to
any of the procedures described in the Statement and in the
instructions in this Letter of Transmittal will constitute the
undersigneds acceptance of the terms and conditions of the
Offer. Quanta Services acceptance of such Notes for
payment will constitute a binding agreement between the
undersigned and Quanta Services upon the terms and subject to
the conditions of the Offer. For purposes of the Offer, the
undersigned understands that Quanta Services will be deemed to
have accepted for payment (and thereby purchased) tendered
Notes, or defectively tendered Notes with respect to which
Quanta Services has, or has caused to be, waived such defect,
if, as and when Quanta Services gives written notice to the
Depositary of its acceptance for payment of such Notes.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Notes tendered hereby, and that when such
tendered Notes are accepted for payment by Quanta Services,
Quanta Services will acquire good and valid title to the Notes,
free and clear of all liens, restrictions, charges and
encumbrances and not subject to adverse claims or rights.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or by Quanta
Services to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby.
The undersigned understands that Quanta Services reserves the
right to transfer or assign, from time to time, in whole or in
part, to one or more of its affiliates the right to purchase all
or any of the Notes validly tendered pursuant to the Offer. If
such assignment occurs, the assignee-affiliate will purchase the
Notes validly tendered. However, any such transfer or assignment
will not relieve Quanta Services of its obligations under the
Offer and will not prejudice the undersigneds right to
receive the purchase price in exchange for the Notes validly
tendered and accepted for payment on the acceptance date.
All authority herein conferred or agreed to be conferred by this
Letter of Transmittal will not be affected by, and will survive,
the death or incapacity of the undersigned, and any obligation
of the undersigned hereunder will be binding upon the heirs,
executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned.
The undersigned understands that the delivery and surrender of
any Notes is not effective, and the risk of loss of the Notes
does not pass to the Depositary, until receipt by the Depositary
of this Letter of Transmittal, or a facsimile hereof, properly
completed and duly executed, or a properly transmitted
Agents Message, together with all accompanying evidences
of authority and any other required documents in form
satisfactory to Quanta Services. All questions as to the form of
all documents and the validity, including time of receipt,
acceptance for payment and withdrawal of tendered Notes, will be
determined by Quanta Services, in its sole discretion, which
determination will be final and binding.
Unless otherwise indicated herein in the box below labeled
A. Special Issuance/ Delivery Instructions, the
undersigned hereby request(s) that any Notes representing
principal amounts not tendered or not accepted for purchase be
issued in the name(s) of, and delivered to, the undersigned, and
in the case of Notes tendered by book-entry transfer, by credit
to the undersigneds DTC account. Unless otherwise
indicated herein in the box below labeled B. Special
Payment Instructions, the undersigned hereby request(s)
that any checks for payments to be made in connection with the
Offer be issued to the order of, and delivered to, the
undersigned.
If the A. Special Issuance/ Delivery
Instructions box is completed, the undersigned hereby
request(s) that any Notes representing principal amounts not
tendered or not accepted for purchase be issued in the name(s)
of, and be delivered to, the person(s) at the address(es)
therein indicated or credited to the DTC account therein
indicated.
The undersigned recognizes that Quanta Services has no
obligation pursuant to the A. Special Issuance/
Delivery Instructions box to transfer any Notes from the
registered holder(s) thereof if it does not accept for purchase
any of such tendered Notes. In the event that the
B. Special Payment Instructions box is
completed, the undersigned hereby request(s) that checks for
payments to be made in connection with the Offer be issued in
the name(s) of, and be delivered to, the person(s) at the
address(es) therein indicated.
A. SPECIAL ISSUANCE/ DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Notes in a principal amount not tendered
or not accepted for purchase are to be issued in the name of
someone other than the person(s) whose signature(s) appear(s)
within this Letter of Transmittal or sent to an address
different from that shown in the box entitled Description
of Notes Tendered within this Letter of Transmittal.
Name:
(Please Print)
Address:
(Including ZIP Code)
(Tax Identification or Social Security Number)
(See Substitute
Form W-9
Herein)
Credit unpurchased Notes by book-entry to the DTC account set
forth below:
Number of Account Party:
B. SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if checks are to be issued in the name of
someone other than the person(s) whose signature(s) appear(s)
within this Letter of Transmittal or sent to an address
different from that shown in the box entitled Description
of Notes Tendered within this Letter of Transmittal.
Name:
(Please Print)
Address:
(Including ZIP Code)
(Tax Identification or Social Security Number)
(See Substitute
Form W-9
Herein)
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF
WHETHER
NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
By completing, executing and delivering this Letter of
Transmittal, the undersigned hereby tenders the principal amount
of the Notes listed in the box above labeled Description
of Notes Tendered under the column heading
Principal Amount Tendered (or, if nothing is
indicated therein, with respect to the entire aggregate
principal amount represented by the Notes described in such box).
This Letter of Transmittal must be signed by the holder(s)
exactly as its name(s) appear(s) on certificate(s) representing
Notes, or if tendered by a participant in DTC, exactly as such
participants name appears on a security position listing
as the owner of Notes. If signature is by trustees, executors,
administrators, guardians,
attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see
Instruction 5.
Signature(s) of Registered Holder(s) or Authorized
Signatory
(See Guarantee Requirement Below)
Dated:
Name(s):
(Please Print)
Capacity:
Address:
(Including Zip Code)
Area Code and Telephone Number:
Tax Identification or Social Security No.:
(Please Complete Accompanying Substitute
Form W-9)
MEDALLION SIGNATURE GUARANTEE
(If Required See Instructions 1 and 5)
Authorized Signature:
| Name and Title: |
(Please Print)
Dated:
Name of Firm:
Address:
Area Code and Telephone Number:
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantees. Signatures on this Letter of
Transmittal must be guaranteed by a Medallion Signature
Guarantor, unless the Notes are tendered by the registered
holder of such Notes, or by a participant in DTC whose name
appears on a security position listing as the owner of such
Notes, and that holder has not completed either of the boxes
entitled A. Special Issuance/Delivery Instructions
or B. Special Payment Instructions of this Letter of
Transmittal, or for the account of an Eligible Institution. If
the Notes are registered in the name of a person other than the
signer of this Letter of Transmittal, or if certificates for
unpurchased Notes are to be issued to a person other than the
registered holder, the signatures on this Letter of Transmittal
accompanying the tendered Notes must be guaranteed by a
Medallion Signature Guarantor. See Instruction 5.
2. Delivery of Letter of Transmittal and Notes;
Guaranteed Delivery Procedures. This Letter of Transmittal
is to be completed by holders if:
| | certificates for tendered Notes are to be physically delivered to the Depositary; | |
| | certificates for tendered Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary; or | |
| | tender of Notes is to be made by book-entry transfer to the Depositarys account at DTC pursuant to the procedures for book-entry transfer set forth under the caption Terms of the Offer Procedure for Tendering in the Statement, and instructions are not being transmitted through ATOP. |
All physically delivered Notes, or a confirmation of a
book-entry transfer into the Depositarys account at DTC of
all Notes delivered electronically, as well as a properly
completed and duly executed Letter of Transmittal (or a
facsimile thereof) or an Agents Message and any other
documents required by this Letter of Transmittal, must be
received by the Depositary at its address set forth herein on or
before the Expiration Date (in order to receive the purchase
price).
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY. DELIVERY WILL BE DEEMED MADE ONLY WHEN DOCUMENTS
ARE ACTUALLY RECEIVED BY THE DEPOSITARY.
The method of delivery of this Letter of Transmittal,
certificates for Notes and all other required documents,
including delivery through DTC and any acceptance or
Agents Message delivered through ATOP, is at the election
and risk of the tendering holder. If a holder chooses to deliver
by mail, the recommended method is by registered mail with
return receipt requested, properly insured. In all cases,
sufficient time should be allowed to ensure timely delivery to
the Depositary.
Holders whose certificates are not immediately available or who
cannot deliver certificates for their Notes and all other
required documents to the Depositary on or before the Expiration
Date, or whose Notes cannot be delivered on or before the
Expiration Date under the procedures for book-entry transfer,
may tender their Notes by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice
of Guaranteed Delivery, or facsimile of it, and by otherwise
complying with the guaranteed delivery procedure set forth in
the section of the Statement titled Terms of the
Offer Procedure for Tendering Notes
Guaranteed Delivery of the Statement. Under such
procedure, the certificates for all physically-tendered Notes or
book-entry confirmation, as the case may be, as well as a
properly completed and duly executed Letter of Transmittal, or
manually signed facsimile of it, or an Agents Message, and
all other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock
Exchange trading days after receipt by the Depositary of such
Notice of Guaranteed Delivery, all as provided in the section of
the Statement titled Terms of the Offer
Procedure for Tendering Notes Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand,
mail, overnight courier, telegram or facsimile transmission to
the Depositary and must include, if necessary, a guarantee by an
Eligible Institution in the form set forth in such notice. For
Notes to be tendered validly under the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed
Delivery on or before the Expiration Date.
No alternative, conditional or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of
Transmittal, or a facsimile hereof, waive any right to receive
any notice of the acceptance of their Notes for payment.
3. Space. If the space provided in this Letter
of Transmittal is inadequate, the certificate numbers and/or the
principal amount represented by Notes should be listed on a
separate signed schedule attached to this Letter of Transmittal.
4. Partial Tenders. (Not applicable to holders
who tender by book-entry transfer.) Tenders of Notes will be
accepted only in integral multiples of $1,000 principal amount.
If holders wish to tender with respect to less than the entire
principal amount of any Notes submitted, holders must fill in
the principal amount that is to be tendered in the columns
entitled Principal Amount Tendered. In the case of a
partial tender of Notes, as soon as practicable after the
Expiration Date, new certificates for the remainder of the Notes
that were evidenced by such holders old certificates will
be sent to such holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal. The entire
principal amount that is represented by the Notes delivered to
the Depositary will be deemed to have been tendered, unless
otherwise indicated.
5. Signature on Letter of Transmittal, Instruments
of Transfer and Endorsements. If this Letter of Transmittal
is signed by the registered holders of the Notes tendered
hereby, the signatures must correspond with the name(s) as
written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC whose name is
shown as the owner of the Notes tendered hereby, the signature
must correspond with the name shown on the Note position listing
as the owner of the Notes.
If any of the Notes tendered hereby are registered in the name
of two or more holders, all such holders must sign this Letter
of Transmittal. If any of the Notes tendered hereby are
registered in different names on several certificates, it will
be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Note or instrument of
transfer is signed by a trustee, executor, administrator,
guardian,
attorney-in-fact,
agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to
Quanta Services of such persons authority to so act must
be submitted.
When this Letter of Transmittal is signed by the registered
holders of the Notes listed and transmitted hereby, no
endorsements of Notes or separate instruments of transfer are
required unless payment is to be made, or Notes not tendered or
purchased are to be issued, to a person other than the
registered holders, in which case signatures on such Notes or
instruments of transfer must be guaranteed by a Medallion
Signature Guarantor.
If this Letter of Transmittal is signed other than by the
registered holders of the Notes listed, the Notes must be
endorsed or accompanied by appropriate instruments of transfer
entitling the undersigned to tender the Notes on behalf of such
registered holders, in any case signed exactly as the name or
names of the registered holders appear on the Notes, with the
signatures on the certificates or instruments of transfer
guaranteed by a Medallion Signature Guarantor, unless the
signature is that of an Eligible Institution.
6. Special Issuance/Delivery and Special Payment
Instructions. If certificates for Notes representing
principal amounts not tendered or not accepted for payment are
to be issued in the name of a person other than the signer of
this Letter of Transmittal, or if a check is to be sent and/or
such Notes are to be returned to someone other than the signer
of this Letter of Transmittal or to an address other than that
shown above, the appropriate A. Special Issuance/Delivery
Instructions or B. Special Payment
Instructions box on this Letter of Transmittal should be
completed. All Notes tendered by book-entry transfer and not
accepted for payment will, except as otherwise indicated, be
returned by crediting the account at DTC designated above as the
account for which such Notes were delivered.
7. Transfer Taxes. Except as set forth in this
Instruction 7, Quanta Services will pay or cause to be paid
any transfer taxes with respect to the transfer and sale of
Notes to Quanta Services, or to Quanta Services order,
pursuant to the Offer. If payment is to be made to, or if Notes
not tendered or purchased are to be registered in the name of,
any persons other than the registered owners, or if tendered
Notes are registered in the name of any persons other than the
persons signing this Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered holder or such
other person) payable on account of the transfer to such other
person will be deducted from the payment unless satisfactory
evidence of the payment of such taxes or exemption therefrom is
submitted.
8. Waiver of Conditions. The conditions of the
Offer are for the sole benefit of Quanta Services. The
conditions may be asserted by Quanta Services regardless of the
circumstances, including any action or inaction by Quanta
Services, giving rise to such condition or may be waived by
Quanta Services in whole or in part at any time and from time to
time
in its sole discretion on or prior to the Expiration Date. The
failure of Quanta Services at any time to exercise any of its
rights will not be deemed a waiver of any other right and each
right will be deemed an ongoing right which may be asserted at
any time and from time to time.
9. Requests for Assistance or Additional
Copies. Any questions or requests for assistance or
additional copies of the Statement or this Letter of Transmittal
may be directed to any Dealer Manager or the Information Agent
at their respective addresses and/or telephone numbers set forth
below. A holder may also contact such holders broker,
dealer, commercial bank or trust company or nominee for
assistance concerning the Offer.
IMPORTANT: This Letter of Transmittal, or a facsimile
hereof, together with Notes and all other required documents,
must be received by the Depositary on or before the Expiration
Date in order for holders to receive the purchase price.
IMPORTANT TAX INFORMATION
To ensure compliance with Treasury Department
Circular 230, holders are hereby notified that:
(a) any discussion of federal tax issues in the Statement
or this Letter of Transmittal is not intended or written to be
relied upon, and cannot be relied upon, by holders for the
purpose of avoiding penalties that may be imposed on holders
under the Internal Revenue Code; (b) such discussion is
used in connection with the promotion or marketing (within the
meaning of Circular 230) of the transactions or matters
addressed herein; and (c) holders should seek advice based
on their particular circumstances from an independent tax
advisor.
Under U.S. federal income tax law, a holder whose tendered
Notes are accepted for payment is generally required to provide
the Depositary with such holders correct taxpayer
identification number (TIN) on Substitute
Form W-9 below or
otherwise establish a basis for exemption from backup
withholding. A tendering holder must cross out item (2) in
the certification box on Substitute
Form W-9 if such
holder is subject to backup withholding. A TIN is generally an
individual holders social security number or a
holders employer identification number. If the Depositary
is not provided with the correct TIN, the holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In
addition, any payment made to such holder with respect to Notes
purchased pursuant to the Offer may be subject to backup
withholding (currently set at 28% of the payment). More serious
penalties may be imposed for providing false information, which,
if willfully done, may result in fines and/or imprisonment.
Backup withholding is not an additional tax. Rather, the
U.S. federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained provided that the required information is
furnished to the Internal Revenue Service.
Certain holders (including, among others, corporations and
certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Foreign holders must
establish their status as exempt recipients from backup
withholding and can do so by submitting to the Depositary a
properly completed Internal Revenue Service Form W-8
(available from the Depositary), signed, under penalties of
perjury, attesting to such holders exempt foreign status.
Holders are urged to consult their own tax advisors to determine
whether they are exempt from backup withholding.
Purpose of Substitute Form
W-9
To prevent backup withholding on any payment made to a holder
with respect to Notes purchased pursuant to the Offer, the
holder is required to notify the Depositary of the holders
correct TIN by completing the form below, certifying that:
(A) the TIN provided on Substitute
Form W-9 is
correct; (B) either (1) the holder is exempt from
backup withholding, (2) the holder has not been notified by
the Internal Revenue Service that such holder is subject to
backup withholding as a result of failure to report all interest
or dividends or (3) the Internal Revenue Service has
notified the holder that such holder is no longer subject to
backup withholding; and (C) the holder is a United States
person (including a United States resident alien).
What Number to Give the Depositary
The holder is required to give the Depositary the TIN of the
record owner of the Notes. If the Notes are registered in more
than one name or are not registered in the name of the actual
owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute
Form W-9 for
additional guidance on which number to report.
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SUBSTITUTE Form W-9 Department of the Treasury, Internal Revenue Service |
Part 1PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW |
TIN Employer Identification Number) |
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Payers Request for Taxpayer Identification Number (TIN) |
Part 2CERTIFICATIONUnder penalties of
perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number; (2) I am not subject to backup withholding 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 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) I am a U.S. person (including a U.S. resident alien). |
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| CERTIFICATE INSTRUCTIONSYou must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. | |||||
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| NOTE: | FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF THE PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. |
Questions and requests for assistance may be directed to Banc of
America Securities LLC, Credit Suisse Securities (USA) LLC
or J.P. Morgan Securities Inc. (the Dealer
Managers) or Georgeson Shareholder Communications Inc.
(the Information Agent). Requests for additional
copies of the Statement or this Letter of Transmittal should be
directed to the Information Agent.
The Depositary for the Offer is:
HSBC Bank USA, National Association
By Mail, Overnight Mail, Courier or Hand:
HSBC Bank USA, National Association
Corporate Trust & Loan Agency
2 Hanson Place,
14th Floor
Brooklyn, New York 11217-1409
Attention: Paulette Shaw
For Information: (718) 488-4475
By Facsimile:
(718) 488-4488
The Information Agent for the Offer is:
17 State Street 10th Floor
New York, NY 10004
Banks and Brokers Call 212.440.9800
All others call Toll-Free 1.866.316.3563
The Dealer Managers for the Offer are:
| Banc of America | ||||
| Securities LLC | Credit Suisse | JPMorgan | ||
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Banc of America Securities LLC
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Credit Suisse Securities (USA) LLC | J.P. Morgan Securities Inc. | ||
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9 West
57th Street,
6th Floor
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11 Madison Avenue | 277 Park Avenue, 8th Floor | ||
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New York, New York 10019
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New York, New York 10010 | New York, New York 10172 | ||
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(212) 933-2200 (collect)
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(212) 538-4479 (collect) | (212) 325-7596 (collect) | ||
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(888) 583-8900 ext. 2200 (US Toll Free)
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Attention: Ned Yetten
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Attention: Jim McDonnell | Attention: Convertible Equities Dept. |