LETTER OF TRANSMITTAL
RIDDELL SPORTS
OFFER TO EXCHANGE
10 1/2% SENIOR NOTES DUE 2007,
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED FOR ANY AND ALL OUTSTANDING
10 1/2% SENIOR NOTES DUE 2007,
PURSUANT TO THE PROSPECTUS, DATED AUGUST 7, 1997
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
SEPTEMBER 9, 1997, UNLESS EXTENDED (THE 'EXPIRATION DATE').
TENDERS MAY BE WITHDRAWN PRIOR TO 5.00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
Delivery To: Marine Midland Bank, Exchange Agent
By Mail, Overnight Courier or Hand: By Facsimile in New York:
Marine Midland Bank (212) 658-2292
140 Broadway, Level A
New York, New York 10005-1180 Confirm by Telephone:
Attention: Corporate Trust Operations (212) 658-5931
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated August 7, 1997 (the 'Prospectus'), of Riddell Sports Inc., a
Delaware corporation (the 'Company'), and this Letter of Transmittal (the
'Letter'), which together constitute the Company's offer (the 'Exchange Offer')
to exchange an aggregate principal amount of up to $115,000,000 of its 10 1/2%
Senior Notes due 2007, which have been registered under the Securities Act of
1933, as amended (the 'New Senior Notes'), of the Company for a like principal
amount of the issued and outstanding 10 1/2% Senior Notes due 2007 (the 'Old
Senior Notes') of the Company from the holders thereof.
For each Old Senior Note accepted for exchange, the holder of such Old
Senior Note will receive a New Senior Note having a principal amount equal to
that of the surrendered Old Senior Note. The New Senior Notes will bear interest
from the most recent date to which interest has been paid on the Old Senior
Notes or, if no interest has been paid on the Old Senior Notes, from June 19,
1997. Accordingly, if the relevant record date for interest payment occurs after
the consummation of the Exchange Offer registered holders of New Senior Notes on
such record date will receive interest accruing from the most recent date to
which interest has been paid or, if no interest has been paid, from June 19,
1997. If, however, the relevant record date for interest payment occurs prior to
the consummation of the Exchange Offer registered holders of Old Senior Notes on
such record date will receive interest accruing from the most recent date to
which interest has been paid or, if no interest has been paid, from June 19,
1997. Old Senior Notes accepted for exchange will cease to accrue interest from
and after the date of consummation of the Exchange Offer, except as set forth in
the immediately preceding sentence. Holders of Old Senior Notes whose Old Senior
Notes are accepted for exchange will not receive any payment in respect of
interest on such Old Senior Notes otherwise payable on any interest payment date
the record date for which occurs on or after consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Senior Notes either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Senior Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
'Book-Entry Transfer Facility') pursuant to the procedures set forth in 'The
Exchange Offer--Book-Entry Transfer' section of the Prospectus and an Agent's
Message (as defined herein) is not delivered. Holders of Old Senior Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Old Senior Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
'Book-Entry Confirmation') and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their Old
Senior Notes according to the guaranteed delivery procedures set forth in 'The
Exchange Offer--Guaranteed Delivery Procedures' section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Senior Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Senior Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD SENIOR NOTES 1 2 3
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AGGREGATE
PRINCIPAL
AMOUNT OF PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE OLD SENIOR AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTE(S) TENDERED**
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TOTAL
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*NEED NOT BE COMPLETED IF OLD SENIOR NOTES ARE BEING TENDERED BY
BOOK-ENTRY TRANSFER.
**UNLESS OTHERWISE INDICATED IN THIS COLUMN, A HOLDER WILL BE DEEMED TO HAVE
TENDERED ALL OF THE OLD SENIOR NOTES REPRESENTED BY THE OLD SENIOR NOTES
INDICATED IN COLUMN 2. SEE INSTRUCTION 2. OLD SENIOR NOTES TENDERED HEREBY
MUST BE IN DENOMINATIONS OF PRINCIPAL AMOUNT OF $1,000 AND ANY INTEGRAL
MULTIPLE THEREOF. SEE INSTRUCTION 1.
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/ / CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number ___________ Transaction Code Number ___________
By crediting Old Senior Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ('ATOP') and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the Holder of
Old Senior Notes acknowledges and agrees to be bound by the terms of this
Letter, the participant in ATOP confirms on behalf of itself and the
beneficial owners of such Old Senior Notes all provisions of this Letter
applicable to it and such beneficial owners as if it had completed the
information required herein and executed and transmitted this Letter to the
Exchange Agent.
/ / CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Widow Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Date of Institution which guaranteed delivery ______________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ___________ Transaction Code Number ___________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
___________________________________________________________________
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 the
New Senior Notes. If the undersigned is a broker-dealer that will receive New
Senior Notes for its own account in exchange for Old Senior Notes, it represents
that the Old Senior Notes to be exchanged for New Senior Notes were acquired by
it as a result of market-making or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
of 1933, as amended, in connection with any resale of such New Senior 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 of 1933, as amended.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Senior Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Senior Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Senior Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Senior
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that any New Senior Notes
acquired in exchange for Old Senior Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such New
Senior Notes, whether or not such person is the undersigned, that neither the
holder of such Old Senior Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such New
Senior Notes and that neither the holder of such Old Senior Notes nor any such
other person is an 'affiliate,' as defined in Rule 405 under the Securities Act
of 1933, as amended (the 'Securities Act'), of the Company.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the 'SEC'), as set forth in no-action letters issued to third
parties, that the New Senior Notes issued in exchange for the Old Senior Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
'affiliate' of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Senior Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such New
Senior Notes. However, the Company does not intend to request the SEC to
consider, and the SEC has not considered the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. 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 New Senior Notes and has no arrangement or understanding to
participate in a distribution of New Senior Notes. If any holder is an affiliate
of the Company, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the New Senior Notes to be
acquired pursuant to the Exchange Offer, such holder (i) could not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive New Senior Notes for its own account in exchange for Old
Senior Notes, it represents that the Old Senior Notes to be exchanged for the
New Senior Notes were acquired by it as a result of market-making or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Senior Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an 'underwriter' within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Senior Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in 'The Exchange
Offer--Withdrawal Rights' section of the Prospectus.
Unless otherwise indicated herein in the box entitled 'Special Issuance
Instructions' below, please deliver the New Senior Notes (and, if applicable,
substitute certificates representing Old Senior Notes for any Old Senior Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Senior Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled 'Special Delivery Instructions' below, please
send the New Senior Notes (and, if applicable, substitute certificates
representing Old Senior Notes for any Old Senior Notes not exchanged) to the
undersigned at the address shown above in the box entitled 'Description of Old
Senior Notes.'
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED 'DESCRIPTION OF OLD SENIOR
NOTES' ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
SENIOR NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Senior Notes not exchanged
and/or New Senior Notes are to be issued in the name of and sent to someone
other than the person or persons whose signature(s) appear(s) on this Letter
above, or if Old Senior Notes delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account indicated above.
Issue: New Senior Notes and/or Old Senior Notes to:
Name(s) .............................................
(PLEASE TYPE OR PRINT)
.....................................................
(PLEASE TYPE OR PRINT)
Address .............................................
.....................................................
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
/ / Credit unexchanged Old Senior Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
.................................................
(Book-Entry Transfer Facility
Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Senior Notes not exchanged
and/or New Senior Notes are to be sent to someone other than the person or
persons whose signature(s) appear(s) on this Letter above or to such person or
persons at an address other than shown in the box entitled 'Description of Old
Senior Notes' on this Letter above.
Mail: New Senior Notes and/or Old Senior Notes to:
Name(s) .............................................
(PLEASE TYPE OR PRINT)
.....................................................
(PLEASE TYPE OR PRINT)
Address .............................................
.....................................................
(ZIP CODE)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD SENIOR NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)
Dated: ................................................................. , 1997
x ................................ ................................ , 1997
x ................................ ................................ , 1997
Signature(s) of Owner Date
Area Code and Telephone Number ............................
If a holder is tendering any Old Senior Notes, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Old Senior Notes or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please set forth full title. See
Instruction 3.
Name(s): .....................................................................
..............................................................................
(Please Type or Print)
Capacity: ....................................................................
Address: .....................................................................
..............................................................................
(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution: .....................................................
(Authorized Signature)
..............................................................................
(Title)
..............................................................................
(Name and Firm)
Dated: .................................................................., 1996
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
10 1/2% SENIOR NOTES DUE 2007 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,
AS AMENDED, FOR ANY AND ALL OUTSTANDING
10 1/2% SENIOR NOTES DUE 2007 OF RIDDELL SPORTS INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in 'The Exchange Offer--Book-Entry
Transfer' section of the Prospectus and an Agent's Message is not delivered.
Certificates for all physically tendered Old Senior Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Senior
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof. The term 'Agent's Message' means a message,
transmitted to the Book-Entry Transfer Facility and received by the Exchange
Agent and forming a part of the Book-Entry Confirmation, which states that the
Book-Entry Transfer Facility has received an express acknowledgement from the
tendering Participant that such Participant has received and agrees to be bound
by this Letter and that the Company may enforce this Letter against such
Participant.
Noteholders whose certificates for Old Senior Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Senior Notes pursuant to the guaranteed delivery procedures set
forth in 'The Exchange Offer--Guaranteed Delivery Procedures' section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter (or a facsimile thereof or an Agent's Message in lieu hereof) and Notice
of Guaranteed Delivery, substantially in the form provided by the Company (by
telegram, telex, facsimile transmission, mail or hand delivery), setting forth
the name and address of the holder of Old Senior Notes and the amount of Old
Senior Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ('NYSE') trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Senior Notes, or a Book-Entry
Confirmation, and any other documents required by the Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the certificates
for all physically tendered Old Senior Notes, in proper form for transfer, or
Book-Entry Confirmation, as the case may be, and all other documents required by
this Letter, are received by the Exchange Agent within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old Senior Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Senior Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.
See 'The Exchange Offer' section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Senior Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Senior Notes to be tendered in the box above
entitled 'Description of Old Senior Notes--Principal Amount Tendered.' A
reissued certificate representing the balance of nontendered Old Senior Notes
will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE
OLD SENIOR NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Senior Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Senior Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Senior Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Old
Senior Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Senior
Notes are to be issued, or any untendered Old Senior Notes are to be reissued,
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD SENIOR NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A
MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN 'ELIGIBLE
INSTITUTION').
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD SENIOR NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OLD SENIOR NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH OLD SENIOR NOTES)
WHO HAS NOT COMPLETED THE BOX ENTITLED 'SPECIAL ISSUANCE INSTRUCTIONS' OR
'SPECIAL DELIVERY INSTRUCTIONS' ON THIS LETTER, OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Senior Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Senior Notes not exchanged are to
be issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Senior Notes by book-entry transfer may request
that Old Senior Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such noteholder may designate hereon. If no
such instructions are given, such Old Senior Notes not exchanged will be
returned to the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose Old
Senior Notes are accepted for exchange must provide the Company (as payor) with
such holder's correct Taxpayer Identification Number ('TIN') on Substitute Form
W-9 below, which in the case of a tendering holder who is an individual, is his
or her social security number. If the Company is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
to such tendering holder of New Senior Notes may be subject to backup
withholding in an amount equal to 31% of all reportable payments made after the
exchange. If withholding results in an overpayment of taxes, a refund may be
obtained.
Exempt holders of Old Senior Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the 'W-9
Guidelines') for additional instructions.
To prevent backup withholding, each tendering holder of Old Senior Notes
must provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, or
(ii) the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Senior Notes is a nonresident alien or foreign entity
not subject to backup withholding, such holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Old Senior Notes are in more than one name or are not in
the name of the actual owner, such holder should consult the
W-9 Guidelines for information on which TIN to report. If such holder does not
have a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
'applied for' in lieu of its TIN. Note: Checking this box and writing 'applied
for' on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Senior Notes to it or its order pursuant to the Exchange Offer. If
however, New Senior Notes and/or substitute Old Senior Notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Senior Notes tendered hereby, or if
tendered Old Senior Notes are registered in the name of any person other than
the person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Senior Notes to the Company or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD SENIOR NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Senior Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their Old
Senior Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Senior Notes nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD SENIOR NOTES.
Any holder whose Old Senior Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any Participant on behalf of itself and the beneficial owners of
any Old Senior Notes so tendered.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: MARINE MIDLAND BANK
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING TIN:_______________________________
DEPARTMENT OF THE TREASURY BELOW. SOCIAL SECURITY NUMBER OR
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
PART 2--TIN APPLIED FOR / /
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
PAYOR'S REQUEST FOR (1) the number shown on this form is my correct Taxpayer Identification Number (or I am
TAXPAYER waiting for a number to be issued to me).
IDENTIFICATION NUMBER (2) I am not subject to backup withholding either because: (a) I am exempt from backup
('TIN') AND withholding, or (b) I have not been notified by the Internal Revenue Service (the 'IRS')
CERTIFICATION that I am subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE .................................... DATE ....................................
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATLON NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
_________________________________ _________________________________
SIGNATURE DATE