EXHIBIT 99.1
LETTER OF TRANSMITTAL
FRENCH FRAGRANCES, INC.
OFFER TO EXCHANGE
10-3/8% SENIOR NOTES DUE 2007, SERIES D
FOR ANY AND ALL OUTSTANDING
10-3/8% SENIOR NOTES DUE 2007, SERIES C
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____, +
+ 1998 (THE "EXPIRATION DATE") UNLESS EXTENDED BY FRENCH FRAGRANCES, INC. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
EXCHANGE AGENT:
MARINE MIDLAND BANK
BY HAND/OVERNIGHT COURIER: BY MAIL:
Marine Midland Bank (Insured or registered recommended)
140 Broadway, Level A Marine Midland Bank
New York, New York 10005-1180 140 Broadway, Level A
Attention: Paulette Shaw New York, New York 10005-1180
Attention: Paulette Shaw
By Facsimile:
(212) 658-2292
(For Eligible Institutions Only)
By Telephone:
(212) 658-5931
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated __________,
1998 (the "Prospectus") of French Fragrances, Inc. (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe
the Company's offer (the "Exchange Offer") to exchange $1,000 in principal
amount of its new 10 % Senior Notes due 2007, Series D (the "Exchange Notes")
for each $1,000 in principal amount of outstanding 10 % Senior Notes due 2007,
Series C (the "Initial Notes"). The terms of the Exchange Notes are identical
in all material respects (including principal amount, interest rate and
maturity) to the terms of the Initial Notes for which they may be exchanged
pursuant to the Exchange Offer, except that the Exchange Notes are freely
transferable by holders thereof (except as provided herein or in the
Prospectus) and are not subject to any covenant regarding registration under
the Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Initial 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 affixed
hereto.
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DESCRIPTION OF INITIAL NOTES TENDERED HEREWITH
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AGGREGATE
PRINCIPAL
NAME(S) AND AMOUNT
ADDRESS(ES) OF REPRESENTED PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE BY INITIAL AMOUNT
(PLEASE FILL IN) NUMBER NOTES* TENDERED**
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Initial Notes.
See instruction 2.
This Letter of Transmittal is to be used either if certificates
representing Initial Notes are to be forwarded herewith or if delivery of
Initial Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), pursuant to the procedures set forth in "The Exchange Offer
Procedures for Tendering Initial Notes" in the Prospectus. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
Holders whose Initial Notes are not immediately available or who cannot
deliver their Initial Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Initial
Notes according to the guaranteed delivery procedure set forth in the
Prospectus under the caption "The Exchange Offer Procedures for Tendering
Initial Notes."
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_________________________________________
The Depository Trust Company
Account Number________________________________________________________
Transaction Code Number_______________________________________________
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)__________________________________________
Name of Eligible Institution that Guaranteed Delivery_________________
Date of Execution of Notice of Guaranteed Delivery____________________
If Delivered by Book-Entry Transfer:__________________________________
Account Number________________________________________________________
[ ] CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name__________________________________________________________________
(Please Print)
Address_______________________________________________________________
(Including Zip Code)
[ ] CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT
FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address_______________________________________________________________
(Including Zip Code)
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THIS PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name__________________________________________________________________
Address_______________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Initial Notes that were
acquired as result of market-making activities or other trading activities
(other than Initial Notes acquired directly from the Company), it acknowledges
that it will deliver a prospectus in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. Any holder who is an "affiliate" of the
Company or who has an arrangement or understanding with respect to the
distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, or any broker-dealer who purchased Initial Notes from the Company to
resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act must comply with the registration and
prospectus delivery requirements under the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described principal amount
of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered herewith, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to such Initial Notes. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent acts as the agent of the Company in
connection with the Exchange Offer) to cause the Initial Notes to be assigned,
transferred and exchanged. The undersigned represents and warrants that it
has full power and authority to tender, exchange, assign and transfer the
Initial Notes and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Initial
Notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned also warrants that it will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Initial Notes or transfer
ownership of such Initial Notes on the account books maintained by the
Book-Entry Transfer Facility. The undersigned further agrees that acceptance
of any and all validly tendered Initial Notes by the Company and the issuance
of Exchange Notes in exchange therefor shall constitute performance in full by
the Company of its obligations under the Registration Rights Agreement (as
defined in the Prospectus) and that the Company shall have no further
obligations or liabilities with respect to provisions thereof that by their
terms terminate or cease to have effectiveness as a result of the making of,
and the acceptance for exchange of all validly tendered Initial Notes pursuant
to, the Exchange Offer.
The Exchange Offer is subject to the absence of certain conditions as set
forth in the Prospectus under the caption "The Exchange Offer Certain
Conditions to the Exchange Offer." The undersigned recognizes that as a
result of these conditions (the occurrence of which may be waived, in whole or
in part, by the Company), as more particularly set forth in the Prospectus,
the Company may not be required to exchange any of the Initial Notes tendered
hereby and, in such event, the Initial Notes not exchanged will be returned to
the undersigned at the address shown above. In addition, the Company may
amend the Exchange Offer at any time prior to the Exchange Date if any of the
conditions set forth under "The Exchange Offer Certain Conditions to the
Exchange Offer" occur. By tendering, each holder of Initial Notes represents
that the Exchange Notes acquired in the exchange will be obtained in the
ordinary course of such holder's business (and not in exchange for Initial
Notes acquired directly from the Company), that such holder has no arrangement
with any person to participate in the distribution of such Exchange Notes,
that such holder is not an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act and that such holder is not engaged in, and
does not intend to engage in, a distribution of the Exchange Notes. Any
holder of Initial Notes who is an affiliate of the Company, who is a
broker-dealer who purchased Initial Notes from the Company to resell pursuant
to Rule 144A or any other available exemption under the Securities Act, or who
is using the Exchange Offer to participate in a distribution of the Exchange
Notes (i) cannot rely on the position of the staff of the Securities and
Exchange Commission (the "Commission") enunciated in its interpretive letter
with respect to Exxon Capital Holdings Corporation (available May 13, 1988) or
similar letters and (ii) must comply with the registration and prospectus
requirements of the Securities Act in connection with a secondary resale
transaction.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes and has no arrangement or understanding to participate in a
distribution of Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Initial Notes
that were acquired as a result of market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company), it
acknowledges that it will deliver a prospectus in connection with any resale
of such Exchange Notes, however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned.
Tendered Initial Notes may be withdrawn at any time prior to the Expiration
Date in accordance with the terms of this Letter of Transmittal. See
Instruction 2.
Certificates for all Exchange Notes delivered in exchange for tendered
Initial Notes and any Initial Notes delivered herewith but not exchanged, and
registered in the name of the undersigned, shall be delivered to the
undersigned at the address shown below the signature of the undersigned.
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
______________________________________________________________________________
______________________________________________________________________________
Signature(s) of Holder(s)
Dated_____________________ Area Code and Telephone Number______________
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR INITIAL NOTES. 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, PLEASE SET FORTH THE
FULL TITLE OF SUCH PERSON.) SEE INSTRUCTION 3.
Name(s)_______________________________________________________________________
______________________________________________________________________________
(Please Print)
Capacity (full title)_________________________________________________________
Address_______________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.___________________________________________________
Taxpayer Identification No.___________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED-SEE INSTRUCTIONS 1 AND 3)
Authorized Signature__________________________________________________________
Name__________________________________________________________________________
Title_________________________________________________________________________
Address_______________________________________________________________________
Name of Firm__________________________________________________________________
Area Code and Telephone No.___________________________________________________
Dated_________________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
A holder of Initial Notes may tender the same by (i) properly completing
and signing this Letter of Transmittal or a facsimile hereof (all references
in the Prospectus to the Letter of Transmittal shall be deemed to include a
facsimile thereof) and delivering the same, together with the certificate or
certificates representing the Initial Notes being tendered and any required
signature guarantees and any other document required by this Letter of
Transmittal, to the Exchange Agent at its address set forth above on or prior
to the Expiration Date (or complying with the procedure for book-entry
transfer described below) or (ii) complying with the guaranteed delivery
procedures described below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE INITIAL NOTES
AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER,
AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY
IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE
ALLOWED TO PERMIT TIMELY DELIVERY. NO INITIAL NOTES OR LETTERS OF TRANSMITTAL
SHOULD BE SENT TO THE COMPANY.
If tendered Initial Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor
are to be issued (and any untendered Initial Notes are to be reissued) in the
name of the registered holder (which term, for the purposes described herein,
shall include any participant in The Depository Trust Company (also referred
to as a "Book-Entry Transfer Facility") whose name appears on a security
listing as the owner of Initial Notes), the signature of such signer need not
be guaranteed. In any other case, the tendered Initial Notes must be endorsed
or accompanied by written instruments of transfer in form satisfactory to the
Company and duly executed by the registered holder, and the signature on the
endorsement or instrument of transfer must be guaranteed by a bank, broker,
dealer, credit union, savings association, clearing agency or other
institution (each an "Eligible Institution") that is a member of a recognized
signature guarantee medallion program within the meaning of Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended. If the Exchange Notes and/or
Initial Notes not exchanged are to be delivered to an address other than that
of the registered holder appearing on the note register for the Initial Notes,
the signature on the Letter of Transmittal must be guaranteed by an Eligible
Institution.
The Exchange Agent will make a request within two business days after the
date of receipt of the Prospectus to establish accounts with respect to the
Initial Notes at the Book-Entry Transfer Facility for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Initial Notes by causing
such Book-Entry Transfer Facility to transfer such Initial Notes into the
Exchange Agent's account with respect to the Initial Notes in accordance with
the Book-Entry Transfer Facility's procedures for such transfer. Although
delivery of Initial Notes may be effected through book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility, an appropriate
Letter of Transmittal with any required signature guarantee and all other
required documents must in each case be transmitted to and received or
confirmed by the Exchange Agent on or prior to the Expiration Date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures.
If a holder desires to tender Initial Notes in the Exchange Offer and
time will not permit a Letter of Transmittal or Initial Notes to reach the
Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if
the Exchange Agent has received on or prior to the Expiration Date, a letter,
telegram or facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier) from an Eligible
Institution setting forth the name and address of the tendering holder, the
names in which the Initial Notes are registered and, if possible, the
certificate numbers of the Initial Notes to be tendered, and stating that the
tender is being made thereby and guaranteeing that within three business days
after the Expiration Date, the Initial Notes in proper form for transfer (or a
confirmation of book-entry transfer of such Initial Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility), will be delivered by
such Eligible Institution together with a properly completed and duly
executed Letter of Transmittal (and any other required documents). Unless
Initial Notes being tendered by the above-described method are deposited with
the Exchange Agent within the time period set forth above (accompanied or
preceded by a properly completed Letter of Transmittal and any other required
documents), the Company may, at its option, reject the tender. Copies of the
notice of guaranteed delivery ("Notice of Guaranteed Delivery") which may be
used by Eligible Institutions for the purposes described in this paragraph are
available from the Exchange Agent.
A tender will be deemed to have been received as of the date when (i) the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Initial Notes (or a confirmation of book-entry transfer of
such Initial Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility) is received by the Exchange Agent, or (ii) a Notice of
Guaranteed Delivery or letter, telegram or facsimile transmission to similar
effect (as provided above) from an Eligible Institution is received by the
Exchange Agent. Issuances of Exchange Notes in exchange for Initial Notes
tendered pursuant to a Notice of Guaranteed Delivery or letter, telegram or
facsimile transmission to similar effect (as provided above) by an Eligible
Institution will be made only against deposit of the Letter of Transmittal
(and any other required documents) and the tendered Initial Notes.
If the Letter of Transmittal is signed by a person or persons other than
the registered holder or holders of Initial Notes, such Initial Notes must be
endorsed or accompanied by appropriate powers of attorney, in either case
signed exactly as the name or names of the registered holder or holders appear
on the Initial Notes.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Initial Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Initial Notes evidenced by a
submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Initial Notes submitted
but not tendered will be sent to such holder as soon as practicable after the
Exchange Date. All Initial Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated.
For a withdrawal to be effective, a written notice of withdrawal sent by
telegram, facsimile transmission (receipt confirmed by telephone) or letter
must be received by the Exchange Agent at the address set forth herein prior
to the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person having tendered the Initial Notes to be withdrawn (the
"Depositor"), (ii) identify the Initial Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Initial Notes),
(iii) specify the principal amount of Initial Notes to be withdrawn, (iv)
include a statement that such holder is withdrawing his election to have such
Initial Notes exchanged, (v) be signed by the holder in the same manner as the
original signature on the Letter of Transmittal by which such Initial Notes
were tendered or as otherwise described above (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee under the Indenture register the transfer of such Initial
Notes into the name of the person withdrawing the tender and (vi) specify the
name in which any such Initial Notes are to be registered, if different from
that of the Depositor. The Exchange Agent will return the properly withdrawn
Initial Notes promptly following receipt of notice of withdrawal. If Initial
Notes have been tendered pursuant to the procedure for book-entry transfer,
any notice of withdrawal must specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Initial
Notes or otherwise comply with the Book-Entry Transfer Facility's procedures.
All questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company in its sole discretion and such
determination will be final and binding on all parties.
Any Initial Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Initial Notes
which have been tendered for exchange but which are not exchanged for any
reason will be returned to the holder thereof without cost to such holder (or,
in the case of Initial Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described above, such Initial Notes will be credited to an
account with such Book-Entry Transfer Facility specified by the holder) as
soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Initial Notes may be retendered by
following one of the procedures described under the caption "The Exchange
Offer Procedures for Tendering Initial Notes" in the Prospectus at any time on
or prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of
the Initial Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Initial 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 Initial Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Initial
Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include any
participant in the Book-Entry Transfer Facility whose name appears on a
security listing as the owner of the Initial Notes) of Initial Notes listed
and tendered hereby, no endorsements of certificates or separate written
instruments of transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holder of the Initial Notes listed, such Initial Notes
must be endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as the name or names of the
registered holder or holders appear(s) on the Initial Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Initial Notes are tendered: (i) by a
registered holder of such Initial Notes, for the holder of such Initial Notes;
or (ii) for the account of an Eligible Institution.
4. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Initial Notes to it or its order pursuant to the
Exchange Offer. If, however, certificates representing Exchange Notes or
Initial Notes for principal amounts not tendered or accepted for exchange are
to be delivered to, or are to be issued in the name of, any person other than
the registered holder of the Initial Notes tendered, or if tendered Initial
Notes are registered in the name of any person other than the person signing
the Letter of Transmittal, or if a transfer tax is imposed for any reason
other than the exchange of Initial Notes pursuant to the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exception therefrom is not
submitted herewith the amount of such transfer taxes will be billed directly
to such tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes listed in this Letter
of Transmittal.
5. WAIVER OF CONDITIONS.
The Company reserves the right to waive in its sole discretion, in whole
or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated above
for further instructions.
7. SUBSTITUTE FORM W-9.
Each holder of Initial Notes whose Initial Notes are accepted for
exchange (or other payee) is required to provide a correct taxpayer
identification number ("TIN"), generally the holder's Social Security or
federal employer identification number, and certain other information, on
Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the holder (or other payee) is not subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the holder (or other payee) to a $50 penalty imposed by the
Internal Revenue Service and 31% federal income tax backup withholding on
payments made in connection with the Exchange Notes. The box in Part 3 of the
Substitute Form W-9 may be checked if the holder (or other payee) 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 box in Part 3 is checked and a TIN is not provided
by the time any payment is made in connection with the Exchange Notes, 31% of
all such payments will be withheld until a TIN is provided.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may
be directed to the Exchange Agent at the address and telephone number set
forth above. In addition, all questions relating to the Exchange Offer, as
well as requests for assistance or additional copies of the Prospectus
and this Letter of Transmittal, may be directed to French Fragrances, Inc.,
14100 N.W. 60th Avenue, Miami Lakes, Florida 33014, Attention: Corporate
Secretary (telephone 305-818-8000).
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER
WITH CERTIFICATES FOR INITIAL NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND
ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Initial Notes whose
Initial Notes are accepted for exchange may be subject to backup withholding
unless the holder provides Marine Midland Bank (as payor) (the "Paying
Agent"), with either (i) such holder's correct taxpayer identification number
("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Initial
Notes is awaiting a TIN) and that (A) the holder of Initial Notes has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of a failure to report all interest or dividends or
(B) the Internal Revenue Service has notified the holder of Initial Notes that
he or she is no longer subject to backup withholding; or (ii) an adequate
basis for exemption from backup withholding. If such holder of Initial Notes
is an individual, the TIN is such holder's social security number. If the
Paying Agent is not provided with the correct taxpayer identification number,
the holder of Initial Notes may be subject to certain penalties imposed by the
Internal Revenue Service.
Certain holders of Initial Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt holders of Initial Notes
should indicate their exempt status on Substitute Form W-9. In order for a
foreign individual to qualify as an exempt recipient, the holder must submit a
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 can be obtained from the Paying Agent. See the
enclosed "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" for more instructions.
If backup withholding applies, the Paying Agent is required to withhold
31% of any such payments made to the holder of Initial Notes or other payee.
Backup withholding is not an additional tax. Rather, the 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 from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Initial Notes 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 box in
Part 3 is checked, the holder of Initial Notes or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number below
in order to avoid backup withholding. Notwithstanding that the box in Part 3
is checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Paying Agent will withhold 31% of all payments made prior to
the time a properly certified TIN is provided to the Paying Agent.
The holder of Initial Notes is required to give the Paying Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Initial Notes. If the Initial Notes are in more than one name or
are not 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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PAYOR'S NAME: MARINE MIDLAND BANK, AS PAYING AGENT
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PART 1-PLEASE PROVIDE Social security number(s) of Employer
YOUR TIN IN THE BOX AT Identification Number(s)
RIGHT AND CERTIFY BY
SUBSTITUTE SIGNING AND DATING BELOW _____________________________________
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FORM W-9 PART 2-CERTIFICATION-Under penalties of perjury, I certify that:
Department of the Treasury (1) The number shown on this form is my correct taxpayer
Internal Revenue Service identification number (or I am waiting for a number to be issued
for me), and
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not been notified
Payor's Request for by the Internal Revenue Service ("IRS") that I am subject to
Payor's Request for backup withholding as a result of a failure to report all
Taxpayer Identification interest or dividends, or (c) the IRS has notified me that I am
Number ("TIN") no longer subject to backup withholding.
CERTIFICATE INSTRUCTIONS: You must cross out item (2) above 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.
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Signature_______________________
PART 3-Awaiting TIN [ ]
Date____________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF
31% OF ANY CASH PAYMENTS MADE TO YOU. 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 THE SUBSTITUTE FORM W-9.
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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 by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
_______________________________________ ___________________________
Signature Date