exhibit-a1b.htm

EX-99.(A)(1)(B) 3 exhibit-a1b.htm EXHIBIT (A)(1)(B) exhibit-a1b.htm

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

OMNICARE, INC.

Offer to Purchase for Cash

Up to $525,000,000 of its Outstanding

3.25% Convertible Senior Debentures due 2035

(CUSIP No. 681904AL2)

Pursuant to the Offer to Purchase

dated November 17, 2010

THE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 15, 2010, UNLESS EXTENDED (SUCH DATE AND TIME AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED BY OMNICARE, INC. YOUR ACCEPTANCE OF THE OFFER MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE DATED NOVEMBER 17, 2010 (THE “OFFER TO PURCHASE”) AND IN THIS LETTER OF TRANSMITTAL.

The Information Agent and Depositary for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Elton Bagley

Bankers and brokers: (212) 269-5550

All others Call Toll Free: (800) 487-4870

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 meanings assigned to them in the related Offer to Purchase dated November 17, 2010.

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 3.25% Convertible Senior Debentures due 2035 (the “Debentures”) of Omnicare, Inc., a Delaware corporation (“Omnicare”), if:

·	certificates for tendered Debentures are to be physically delivered to the Depositary; or

tender of Debentures is to be made by book-entry transfer to the Depositary’s account at The Depositary Trust Company (“DTC”) pursuant to the procedures for book-entry transfer set forth under the caption “Terms of the Offer—Procedure For Tendering Debentures” in the Offer to Purchase and, in each case, instructions are not being transmitted through the DTC’s Automated Tender Offer Program (“ATOP”).

Holders who are tendering by book-entry transfer to the Depositary’s account at DTC must execute the tender through ATOP. DTC participants that are accepting the Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary’s account at DTC. DTC will then transmit an Agent’s Message to the Depositary for its acceptance. Delivery of the Agent’s 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 Agent’s Message. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

HOLDERS SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS AVAILABLE TO TENDER DEBENTURES.

Only Holders are authorized to tender their Debentures. 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 DEBENTURES

oCHECK HERE IF CERTIFICATES REPRESENTING TENDERED DEBENTURES ARE BEING DELIVERED HEREWITH.

oCHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number: Transaction Code Number:

List below the Debentures 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 Debentures will be accepted only in principal amounts equal to $1,000 or integral multiples.

DESCRIPTION OF DEBENTURES

Name(s) and Address(es) of Holder(s)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**

Total Principal Amount of Debentures:

* 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 Debentures described above is being tendered. See Instruction 4. Only Holders may validly tender their Debentures pursuant to the Offer.

The names and addresses of the Holders should be printed exactly as they appear on the certificates representing the tendered Debentures. The Debentures and the principal amount of Debentures 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 Omnicare, Inc. (“Omnicare”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 17, 2010 (the “Offer to Purchase”), receipt of which is acknowledged, and in accordance with this Letter of Transmittal (which together with the Offer to Purchase, constitutes the “Offer”), the principal amount of Debentures indicated in the table above labeled “Description of Debentures” under the column heading “Principal Amount Tendered.” If nothing is indicated in that column, then the entire aggregate principal amount represented by the Debentures described in the table is tendered.

Subject to, and effective upon, the acceptance for payment of the Debentures tendered in accordance with the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Omnicare, all right, title and interest in and to all of the tendered Debentures. 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 Omnicare, with respect to tendered Debentures, and with full powers of substitution and revocation:

·	to present such Debentures and all evidences of transfer and authenticity to, or transfer of ownership of, such Debentures on the account books maintained by the Depositary Trust Company (“DTC”) to, or upon the order of, Omnicare; and

to receive all benefits and otherwise exercise all rights of beneficial ownership of such Debentures, all in accordance with the terms and conditions of the Offer as described in the Offer to Purchase. 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 Debentures” under the column heading “Name(s) and Address(es) of Holder(s)” or the Holder’s legal representative or attorney in-fact, then in order to validly tender, the undersigned must obtain and deliver with this Letter of Transmittal Debentures that are endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Debentures on behalf of such registered Holder, in any case signed exactly as the name of the registered Holder appears on the Debentures, with the signatures on the certificates or instruments of transfer guaranteed as described below.

The undersigned understands that tenders of Debentures pursuant to any of the procedures described in the Offer to Purchase and in the Letter of Transmittal instructions will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Omnicare’s acceptance of such Debentures for payment will constitute a binding agreement between the undersigned and Omnicare upon the terms and subject to the conditions of the Offer. For purposes of the Offer, the undersigned understands that Omnicare will be deemed to have accepted for payment (and thereby purchased) tendered Debentures, or defectively tendered Debentures with respect to which Omnicare has, or has caused to be, waived such defect, if, as and when Omnicare gives written notice to the Depositary of its acceptance for payment of such Debentures.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Debentures tendered hereby, and that when such tendered Debentures are accepted for payment by Omnicare, Omnicare will acquire good and unencumbered title to the Debentures, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights.

The undersigned understands that it is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a person acting alone or in concert with others, directly or indirectly, to tender Debentures for such person’s own account unless at the time of tender and at the Expiration Date such person has a “net long position” in (a) the Debentures that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Debentures for the purpose of tender to Omnicare within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Debentures (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Debentures by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Debentures so acquired for the purpose of tender to Omnicare within the period specified in the Offer. Rule 14e-4 under the Exchange Act also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Debentures made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the tendering Holder’s representation and warranty to Omnicare that (y) such Holder has a “net long position” in Debentures or Equivalent Securities being tendered within the meaning of Rule 14e-4 under the Exchange Act, and (z) such tender of Debentures

complies with Rule 14e-4 under the Exchange Act. Omnicare’s acceptance for payment of Debentures tendered pursuant to the Offer will constitute a binding agreement between the tendering Holder and Omnicare upon the terms and subject to the conditions of the Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or by Omnicare to be necessary or desirable to complete the sale, assignment and transfer of the Debentures tendered hereby.

The undersigned understands that Omnicare reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates that right to purchase all or any of the Debentures validly tendered pursuant to the Offer. If such assignment occurs, the assignee-affiliate will purchase the Debentures validly tendered. However, any such transfer or assignment will not relieve Omnicare of its obligations under the Offer and will not prejudice the undersigned’s right to receive the purchase price in exchange for the Debentures 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 Debentures is not effective, and the risk of loss of the Debentures 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, together with all accompanying evidences of authority and any other required documents in form satisfactory to Omnicare. All questions as to the form of all documents and the validity, including time of receipt, acceptance for payment and withdrawal of tendered Debentures, will be determined by Omnicare, 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 Debentures 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 Debentures tendered by book-entry transfer, by credit to the account of DTC. 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 Debentures 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.

The undersigned recognizes that Omnicare has no obligation pursuant to the “A. Special Issuance/Delivery Instructions” box to transfer any Debentures from the names of the registered Holder(s) thereof if Omnicare does not accept for purchase any of such tendered Debentures. In the event that the “B. Special Payment Instructions” box is completed, the undersigned hereby request(s) that checks are 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 Debentures 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 Debentures” within this Letter of Transmittal.

Name:

(PLEASE PRINT)

Address:

(INCLUDING ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE IRS FORM W-9 HEREIN OR IRS FORM W-8, AS APPLICABLE)

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 Debentures” within this Letter of Transmittal.

Name:

(PLEASE PRINT)

Address:

(INCLUDING ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE IRS FORM W-9 HEREIN OR IRS FORM W-8, AS APPLICABLE)

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF WHETHER DEBENTURES

ARE BEING PHYSICALLY DELIVERED HEREWITH)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the principal amount of the Debentures listed in the box above labeled “Description of Debentures” under the column heading “Principal Amount Tendered” (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the Debentures 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 Debentures, or if tendered by a participant in DTC, exactly as such participant’s name appears on a Debenture position listing as the owner of Debentures. 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.:

(COMPLETE ACCOMPANYING IRS FORM W-9 OR IRS FORM W-8, AS APPLICABLE)

MEDALLION SIGNATURE GUARANTEE

(IF REQUIRED—SEE INSTRUCTIONS 1 AND 5)

Authorized Signature:
Name of Firm:

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Signature Guarantees. Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless the Debentures are tendered (i) by the registered Holder of such Debentures, or by a participant in DTC whose name appears on a Debenture position listing as the owner of such Debentures, and that Holder has not completed either of the boxes entitled “A. Special Issuance/Delivery Instructions” or “B. Special Payment Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution. If the Debentures are registered in the name of a person other than the signer of this Letter of Transmittal, or if certificates for unpurchased Debentures are to be issued to a person other than the registered Holder, the signatures on this Letter of Transmittal accompanying the tendered Debentures must be guaranteed by a Medallion Signature Guarantor as described above. See Instruction 5.

2. Delivery of Letter of Transmittal and Debentures. This Letter of Transmittal is to be completed by Holders if:

·	certificates for tendered Debentures are to be physically delivered to the Depositary; or

tender of Debentures is to be made by book-entry transfer to the Depositary’s account at DTC pursuant to the procedures for book-entry transfer set forth under the caption “Terms of the Offer—Procedure For Tendering Debentures” in the Offer to Purchase, and instructions are not being transmitted through ATOP.

All physically delivered Debentures, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Debentures delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) 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 Debentures and all other required documents, including delivery through DTC and any acceptance or Agent’s 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.

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 Debentures for payment.

3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the principal amount represented by Debentures 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 Debentures 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 Debentures 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 Debentures, as soon as practicable after the Expiration Date, new certificates for the remainder of the Debentures that were evidenced by such Holder’s 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 Debentures 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 Debentures 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 Debentures tendered

hereby, the signature must correspond with the name shown on the Debenture position listing as the owner of the Debentures.

If any of the Debentures 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 Debentures 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 Debenture 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 Omnicare of such person’s authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered Holders of the Debentures listed and transmitted hereby, no endorsements of Debentures or separate instruments of transfer are required unless payment is to be made, or Debentures not tendered or purchased are to be issued, to a person other than the registered Holders, in which case signatures on such Debentures 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 Debentures listed, the Debentures must be endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Debentures on behalf of such registered Holders, in any case signed exactly as the name or names of the registered Holders appear on the Debentures, 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 and Delivery Instructions. If a check and/or certificates for Debentures 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 Debentures 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 Debentures tendered by book-entry transfer and not accepted for payment will be returned by crediting the account at DTC designated above as the account for which such Debentures were delivered.

7. Transfer Taxes. Except as set forth in this Instruction 7, Omnicare will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Debentures to Omnicare, or to Omnicare’s order, pursuant to the Offer. If payment of the proceeds from the Offer is to be made to, or if Debentures not tendered or purchased are to be registered in the name of, any persons other than the registered Holders of the Debentures, or if tendered Debentures 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 not be Omnicare’s responsibility and 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 Omnicare. The conditions may be asserted by Omnicare regardless of the circumstances, including any action or inaction by Omnicare, giving rise to such condition or may be waived by Omnicare in whole or in part at any time and from time to time in its sole discretion prior to the Expiration Date. The failure of Omnicare 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. IRS Form W-9 and Form W-8. Each tendering Holder must either (i) provide the Depositary with a correct taxpayer identification number (“TIN”) (generally the Holder’s social security or federal employer identification number), and certain other information, on Internal Revenue Service (“IRS”) Form W-9 (which is provided herein), and certify, under penalty of perjury, that (a) such TIN is correct, (b) such Holder is not subject to backup withholding, and (c) such Holder is a United States person, or (ii) establish another basis for exemption from backup withholding. Certain Holders are not subject to backup withholding. See the enclosed IRS Form W-9 for additional instructions. A foreign person (including a foreign corporation) may qualify as an exempt recipient by submitting to the Depositary an appropriate IRS Form W-8, properly completed and signed under penalties of perjury, attesting to that Holder’s non-U.S. status. IRS Forms W-8 can be obtained from the Depositary or via the IRS website at www.irs.gov.

10. Requests for Assistance or Additional Copies. Any questions or requests for assistance or additional copies of the Offer to Purchase or this Letter of Transmittal may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers set forth below. A Holder may also contact such Holder’s 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 Debentures 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

PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX MATTERS CONTAINED OR REFERRED TO IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) THIS DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) A TAXPAYER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Backup Withholding. Any payment made to a U.S. Holder (as defined below) pursuant to the Offer may be subject to backup withholding (currently at a rate of 28%). To prevent backup withholding, each such U.S. Holder whose tendered Debentures are accepted for payment should either (1) provide the Depositary with such holder's correct TIN on IRS Form W-9 attached to this Letter of Transmittal, certifying under penalties of perjury that (i) the U.S. Holder is a "United States person" (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (ii) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (iii) the U.S. Holder is exempt from backup withholding because the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a prior failure to report all interest or dividends, or the IRS has notified the holder that he, she or it is no longer subject to backup withholding, or (2) otherwise establish an exemption. A TIN is generally an individual U.S. Holder’s social security number or a U.S. Holder’s employer identification number. A U.S. Holder should write "Applied For" in the space for the TIN provided on IRS Form W-9 if such U.S. Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the Depositary is not provided with the correct TIN by the time of payment, the U.S. Holder will be subject to backup withholding and may also be subject to a $50 penalty imposed by the IRS. More serious penalties may be imposed for providing false information, which, if willfully done, may result in fines and/or imprisonment. A U.S. Holder who writes "Applied For" in the space for the TIN provided on IRS Form W-9 in lieu of furnishing a TIN should furnish the Depositary with such holder's TIN as soon as it is received. Certain holders (including, among others, corporations) are exempt from these backup withholding requirements. To avoid possible erroneous backup withholding, exempt U.S. Holders, while not required to file IRS Form W-9, should complete the form by checking the "Exempt from backup withholding" box on its face and return it to the Depositary.

Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is furnished to the IRS in a timely manner.

To prevent backup withholding, each Non-U.S. Holder (as defined below) should (1) submit a properly completed IRS Form W-8BEN or other applicable IRS Form W-8 to the Depositary, certifying under penalties of perjury to the holder's foreign status, or (2) otherwise establish an exemption.

For purposes of these instructions, a "U.S. Holder" is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including any entity taxable as a corporation) created under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. Holders that are, or hold their Debentures through, partnerships and other pass-through entities should consult their tax advisors regarding their treatment for purposes of these instructions. A "Non-U.S. Holder" is any holder of the Debentures (other than a holder that is, or holds its Debentures through, a partnership or other pass-through entity) that is not a U.S. Holder.

For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if the Debentures are held in more than one name), consult the enclosed IRS Form W-9 and the instructions attached thereto.

Withholding on Non-U.S. Holders. Payments made to a Non-U.S. Holder that are attributable to accrued but unpaid interest will be subject to a 30% federal withholding tax unless the Non-U.S. Holder provides the Depositary with proper certification on an applicable IRS Form W-8.

HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE WHETHER THEY ARE EXEMPT FROM BACKUP WITHHOLDING OR OTHER WITHHOLDING TAXES.

Any questions or requests for assistance or for additional copies of the Offer to Purchase or this Letter of Transmittal may be directed to the Information Agent as set forth below. A Holder may also contact such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent and Depositary for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Elton Bagley

Bankers and brokers: (212) 269-5550

All others Call Toll Free: (800) 487-4870

By facsimile:

(For Eligible Institutions only):

(212) 809-8838

Confirmation:

(212) 493-6996

The Dealer Manager for the Offer is:

Barclays Capital

745 7th Avenue, 5th Floor

New York, New York 10019

Attention: Liability Management Group

Collect: (212) 528-7581

U.S. Toll Free: (800) 438-3242