EXHIBIT 99.1
LETTER OF TRANSMITTAL
SANMINA-SCI CORPORATION
OFFER FOR ALL OUTSTANDING
10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES
IN EXCHANGE FOR
10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES,
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED ____________, 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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The exchange agent for the exchange offer is:
U.S. BANK NATIONAL ASSOCIATION
Facsimile Transmission:
(for eligible institutions only):
(213) 362-7357
To Confirm by Telephone:
(213) 362-7338
By Hand and Overnight Delivery or Certified Mail:
U.S. Bank
Corporate Trust Service
180 East Fifth Street
St. Paul, MN 55101
Attn: Specialized Finance
Sanmina-SCI Corporation
10.375% Senior Secured Notes Due January 15, 2010
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received the
prospectus, dated __________, 2003, of Sanmina-SCI Corporation, a Delaware
corporation, which we refer to as Sanmina-SCI in this letter, and this letter of
transmittal, which together constitute Sanmina-SCI's offer to exchange, which we
refer to as the exchange offer in this letter, an aggregate principal amount of
up to $750,000,000 of Sanmina-SCI's 10.375% Senior Secured Notes due January 15,
2010 and associated guarantees, which we collectively refer to as the exchange
notes in this letter, which have been registered under the Securities Act of
1933, as amended, which we refer to as the Securities Act in this letter, for a
like principal amount of Sanmina-SCI's issued and outstanding 10.375% Senior
Secured Notes due January 15, 2010 and associated guarantees, which we
collectively refer to as the original notes in this letter, from the registered
holders thereof. We refer to this letter of transmittal as this letter.
For each original note accepted for exchange, the holder of such
original note will receive an exchange note having a principal amount equal to
that of the surrendered original note. The exchange notes will bear interest
from the most recent date to which interest has been paid on the original notes
or, if no interest has been paid on the original notes, from December 23, 2002.
As a result, registered holders of exchange notes on the relevant record date
for the first interest payment date following the consummation of the exchange
offer will receive interest accruing from the most recent date to which interest
has been paid or, if no interest has been paid, from December 23, 2002. Original
notes accepted for exchange will cease to accrue interest from and after the
closing date of the exchange offer. Holders of original notes whose original
notes are accepted for exchange will not receive any payment in respect of
accrued interest on such original notes otherwise payable on any interest
payment date the record date for which occurs on or after the closing date of
the exchange offer.
This letter is to be completed by a holder of original notes if
certificates for original notes are to be forwarded with this letter. Original
notes tendered by book-entry transfer by holders of original notes in book-entry
form must be made by delivering an agent's message transmitted by the Depository
Trust Company, which we refer to as DTC in this letter, pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
prospectus in lieu of this letter. The term "agent's message" means a message,
transmitted by DTC to, and received by, the exchange agent and forming a part of
a book-entry confirmation (as defined below), which states that DTC has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agreed to be bound by the terms
and conditions of the exchange offer, including the representations and
warranties contained in this letter, as set forth in the prospectus and this
letter and that Sanmina-SCI may enforce this letter against such participant.
Holders of original notes whose certificates are not immediately available, or
who are unable to deliver their certificates or confirmation of the book-entry
tender of their original notes into the exchange agent's account at DTC, which
we refer to as a book-entry confirmation in this letter, and all other documents
required by this letter to the exchange agent on or prior to the expiration
date, must tender their original 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 DTC 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 original notes to which this letter
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of original notes should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF ORIGINAL NOTES
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(1) (2) (3)
AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
CERTIFICATE NUMBER(S) AMOUNT OF AMOUNT OF ORIGINAL
NAME AND ADDRESS OF REGISTERED HOLDER (DELIVERED HEREWITH)* ORIGINAL NOTES NOTES TENDERED**
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TOTAL
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* Need not be completed if original 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 original notes indicated in column 2. See Instruction
2. Original notes tendered hereby must be in denominations of $1,000
principal amount or any integral multiple thereof. See Instruction 1.
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[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED ORIGINAL NOTES ARE
ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
By crediting the original notes to the exchange agent's account at DTC's
Automated Tender Offer Program, which we refer to as ATOP in this letter, and by
complying with applicable ATOP procedures with respect to the exchange offer,
including transmitting to the exchange agent a computer-generated agent's
message in which the holder of the original notes acknowledges and agrees to be
bound by the terms of, and makes the representations and warranties contained
in, this letter, the participant in DTC confirms on behalf of itself and the
beneficial owners of such original notes all provisions of this letter
(including all representations and warranties) are applicable to it and such
beneficial owner as fully as if it had completed the information required herein
and executed and transmitted this letter to the exchange agent. THERE IS NO
REQUIREMENT TO DELIVER A COMPLETED LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT
IN THE EXCHANGE OFFER IF A HOLDER IS TENDERING THEIR ORIGINAL NOTES HELD IN
BOOK-ENTRY FORM IN THE EXCHANGE OFFER IN COMPLIANCE WITH APPLICABLE ATOP
PROCEDURES AND AN AGENT'S MESSAGE IS PROPERLY DELIVERED.
[ ] CHECK HERE IF TENDERED ORIGINAL 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):________________________________________________
Window Ticket Number (if any):__________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name 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:________________________________________________________________________
________________________________________________________________________________
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 original notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that such original notes were acquired
by such broker-dealer as a result of market-making or other trading activities
and, that it must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
including the delivery of a prospectus that contains information with respect to
any selling holder required by the Securities Act in connection with any resale
of the exchange notes. However, by acknowledging and delivering a prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. If the undersigned is a broker-dealer that
will receive exchange notes, it represents that the original notes to be
exchanged for the exchange notes were acquired as a result of market-making
activities or other trading activities.
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NOTE: SIGNATURE MUST BE PROVIDED BELOW
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 Sanmina-SCI the aggregate principal amount of
original notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the original notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Sanmina-SCI all right,
title and interest in and to such original notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
exchange agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered original notes, with full power of substitution,
among other things, to cause the original notes to be assigned, transferred and
exchanged.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the original
notes, and to acquire exchange notes issuable upon the exchange of such tendered
original notes, and that, when the same are accepted for exchange, Sanmina-SCI
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 Sanmina-SCI. The undersigned hereby further represents
that:
(1) any exchange notes received by the undersigned will be
received in the ordinary course of business,
(2) the undersigned will have no arrangement or understanding with
any person to participate in the distribution of the original
notes or the exchange notes within the meaning of the
Securities Act,
(3) the undersigned is not an "affiliate" (as such term is defined
in Rule 501(b) of Regulation D of the Securities Act) of
Sanmina-SCI, or if the undersigned is an affiliate, then the
undersigned will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable,
(4) it is not engaged in, and does not intend to engage in, the
distribution of the exchange notes, and
(5) if the undersigned is a broker-dealer, then it will receive
the exchange notes for its own account in exchange for the
original notes that were acquired as a result of market-making
activities or other trading activities and that it will
deliver a prospectus in connection with any resale of the
exchange notes.
The undersigned acknowledges that this exchange offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission, which we refer to as the SEC in this letter, as set forth in
no-action letters issued to third parties, that the exchange notes issued
pursuant to the exchange offer in exchange for the original notes may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of Sanmina-SCI within the meaning of Rule
501(b) of Regulation D of the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such exchange 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 exchange notes. However, 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. The undersigned
represents that it is not
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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 any holder is an affiliate of Sanmina-SCI, is engaged in or
intends to engage in or has any arrangement or understanding with respect to the
distribution of the exchange notes to be acquired pursuant to the exchange
offer, such holder:
(1) could not rely on the applicable interpretations of the staff
of the SEC and
(2) 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 exchange notes
for its own account in exchange for original notes, it represents that the
original notes to be exchanged for the exchange notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such exchange notes. However, by acknowledging
and delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. By tendering, the
undersigned further represents to Sanmina-SCI that:
(1) the undersigned and each beneficial owner acknowledge and
agree that any person who is a broker-dealer registered under
the Securities Exchange Act of 1934, as amended, or is
participating in the exchange offer for the purpose of
distributing the exchange notes must comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale
transaction of the exchange notes acquired by such person and
cannot rely on the position of the staff of the SEC set forth
in certain no-action letters, and
(2) the undersigned and each beneficial owner understand that a
secondary resale of the original notes acquired by the
undersigned directly from Sanmina-SCI should be covered by an
effective registration statement containing the selling
securityholder information required by Item 507 or Item 508,
as applicable, of Regulation S-K of the SEC.
The undersigned acknowledges that Sanmina-SCI's acceptance of original
notes validly tendered for exchange pursuant to any one of the procedures
described in the section of the prospectus entitled "The Exchange Offer" and in
the instructions hereto will constitute a binding agreement between the
undersigned and Sanmina-SCI upon the terms and subject to the conditions of the
exchange offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Sanmina-SCI to be necessary or desirable to complete the
sale, assignment and transfer of the original 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 issue the exchange notes (and, if applicable,
substitute certificates representing original notes for any original notes not
exchanged) in the name of the undersigned. Similarly, unless otherwise indicated
under the box entitled "Special Delivery Instructions" below, please send the
exchange notes (and, if applicable, substitute certificates representing
original notes for any original notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Original Notes."
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THE UNDERSIGNED, BY COMPLETING THE TABLE ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES, AS SET FORTH IN SUCH TABLE ABOVE. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE TABLE ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if original notes are exchanged and/or exchange notes are
to be issued in the name of someone other than the person or persons whose
signature(s) appear(s) on this letter of transmittal above.
Issue: (please check one or more)
[ ] exchange notes
[ ] original notes
in the name of:
Name(s)_________________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
(Please Type or Print)
Address:
_______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Zip Code)
TIN
____________________________________________________________________________
(Social Security Number or
Employer Identification Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for original notes not exchanged and/or
exchange notes are to be delivered to someone other than the person or persons
whose signature(s) appear(s) on this letter of transmittal above or to such
person or persons at an address other than that shown in the table entitled
"Description of Original Notes" above.
Mail: (please check one or more)
[ ] exchange notes
[ ] original notes
to:
Name(s)_________________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
(Please Type or Print)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Zip Code)
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), OR AN AGENT'S MESSAGE IN
LIEU THEREOF PURSUANT TO DTC'S ATOP SYSTEM (TOGETHER WITH THE CERTIFICATES
EVIDENCING ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.
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IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE NOTES, HOLDERS
OF ORIGINAL NOTES IN CERTIFICATED FROM THAT WISH TO TENDER THEIR ORIGINAL NOTES
FOR EXCHANGE NOTES IN THE EXCHANGE OFFER MUST COMPLETE, EXECUTE AND DELIVER THIS
LETTER OF TRANSMITTAL.
Except as stated in the prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the prospectus, this tender for
exchange of original notes is irrevocable.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS)
[(ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)]
By completing, executing and delivering this letter of transmittal, the
undersigned hereby tenders the principal amount of the original notes listed
above in the table labeled "Description of Original Notes" under the column
heading "Aggregate Principal Amount of Original Notes Tendered" or, if nothing
is indicated in such column, with respect to the entire aggregate principal
amount represented by the original notes described in such table.
X_______________________________________________________________________________
X_______________________________________________________________________________
SIGNATURE(S) OF OWNER
Dated: _______________________ 2003
Area Code and Telephone Number:_________________________________________________
If a holder is tendering original notes, this letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
original notes or by any person(s) authorized to become the 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: _______________________________________________________________________
________________________________________________________________________________
Tax Identification No.:_________________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME AND FIRM)
Dated: _________________________________________, 2003
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER OF SANMINA-SCI CORPORATION
1. DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY
PROCEDURES.
This letter is to be completed by holders of original notes if
certificates for original notes are to be forwarded with this letter. Original
notes tendered by book-entry transfer by holders of original notes in book-entry
form must be made by delivering an agent's message transmitted by the Depository
Trust Company, which we refer to as DTC in this letter, pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
prospectus in lieu of this letter. The term "agent's message" means a message,
transmitted by DTC to and received by the exchange agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by the terms and conditions
of the exchange offer, including the representations and warranties contained in
this letter, as set forth in the prospectus and this letter and that Sanmina-SCI
may enforce this letter against such participant. In the case of original notes
held:
(1) in certificated from, certificates for all physically tendered
original notes as well as a properly completed and duly
executed letter of transmittal (or manually signed facsimile
of this letter) or
(2) in book-entry form, by a book-entry confirmation and delivery
of an agent's message,
and in either case 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. Original notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders whose certificates for original 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 original notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
prospectus. Pursuant to such procedures,
(1) such tender must be made through an eligible institution,
(2) prior to 5:00 P.M., New York City time, on the expiration
date, the exchange agent must receive from such eligible
institution a properly completed and duly executed notice of
guaranteed delivery, substantially in the form provided by
Sanmina-SCI (by facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of
original notes and the amount of original notes tendered,
stating that the tender is being made thereby and guaranteeing
that within three New York Stock Exchange, which we refer to
as NYSE in this letter, trading days after the date of
execution of the notice of guaranteed delivery, the
certificates for all physically tendered original notes, in
proper form for transfer, together with a properly completed
and duly executed letter of transmittal (or facsimile of this
letter) or a book-entry confirmation for original notes held
in book-entry form together with an agent's message instead of
this letter, as the case may be, with any required signature
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guarantees and any other documents required by this letter
will be deposited by the eligible institution with the
exchange agent, and
(3) the certificates for all physically tendered original notes,
in proper form for transfer, together with a properly
completed and duly executed letter of transmittal (or
facsimile of this letter) or a book-entry confirmation for
original notes held in book-entry form together with an
agent's message instead of this letter, as the case may be,
with any required signature guarantees 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 original 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 original notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
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 original notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of original notes to be tendered in the box above
entitled "Description of Original Notes -- Aggregate Principal Amount of
Original Notes Tendered." A reissued certificate representing the balance of
nontendered original 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 ORIGINAL 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 original 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 original notes are owned of record by two or more joint
owners, all of such owners must sign this letter.
If any tendered original 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
original notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the exchange
notes are to be issued, or any untendered original 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
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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 Sanmina-SCI,
proper evidence satisfactory to Sanmina-SCI of their authority to so act must be
submitted.
Endorsements on certificates for original notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm that is a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each an "eligible institution").
Signatures on this letter need not be guaranteed by an eligible
institution, provided the original notes are tendered: (i) by a registered
holder of original notes (which term, for purposes of the exchange offer,
includes any participant in the DTC system whose name appears on a security
position listing as the holder of such original 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 original notes should indicate in the applicable
box the name and address to which exchange notes issued pursuant to the exchange
offer and/or substitute certificates evidencing original 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. If no such instructions are given, such original notes not exchanged
will be returned to the name and address of the person signing this letter.
5. BACKUP AND NONRESIDENT WITHHOLDING
A U.S. holder of exchange notes may be subject to backup withholding at
a rate of 30% with respect to interest paid on the exchange notes and proceeds
from the sale, exchange, redemption or retirement of the exchange notes. In
order to avoid backup withholding, a U.S. holder of exchange notes should
provide the exchange agent with such holder's correct Taxpayer Identification
Number ("TIN") and other certifications on the Substitute Form W-9 enclosed with
this Letter of Transmittal. If the shares are in more than one name or are not
in the name of the actual owner, please consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute IRS Form W-9 for
additional guidance on which number to report. If the holder does not have a
TIN, the holder should write "Applied For" in the space provided for the TIN. If
a U.S. holder does not provide a TIN within 60 days of a reportable payment,
backup withholding at a rate of 30% may apply to such payment. Backup
withholding is not an additional tax. Rather, the tax liability of a person
subject to backup withholding may be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund from the Internal
Revenue Service may be obtained.
Certain holders (including, among others, corporations and non-U.S.
holders) are exempt from these backup withholding and reporting requirements.
However, non-U.S. holders may be subject to nonresident withholding on interest
payments unless they provide a United States Internal Revenue Service Form
W-8BEN or another appropriate version of Form W-8 and are otherwise eligible for
the portfolio interest exception, as described in the prospectus relating to the
original notes, and non-U.S. holders may in any case be subject to nonresident
reporting on interest payments. Exempt persons who are U.S. holders should
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indicate their exempt status on Substitute Form W-9 by entering their correct
TIN, marking the appropriate space, and signing and dating the Substitute Form
W-9 in the space provided.
A non-U.S. holder should submit to the exchange agent the appropriate
version of Form W-8, properly completed, including certification of such
individual's foreign status, and signed under penalty of perjury. Form W-8BEN is
the version of Form W-8 most likely to apply to foreign persons claiming
exemption from withholding. Non-U.S. holders should carefully read the
instructions to Form W-8BEN and, if applicable, complete the required
information, sign and date the Form W-8BEN and return the form to the exchange
agent with the completed Letter of Transmittal. In certain cases, Form W-8BEN
may not be the proper United States Internal Revenue Service form to be
completed and returned, depending on the status of the foreign person claiming
exemption from backup withholding. If you are a non-U.S. holder, you must
complete and return the appropriate version of Form W-8. Form W-8BEN and other
Forms W-8 are available from the exchange agent or from the Internal Revenue web
site, at http://www.irs.gov.
If the exchange agent is not provided with a properly completed
Substitute Form W-9 or an IRS Form W-8BEN or other Form W-8, the holder may be
subject to penalties imposed by the Internal Revenue Service. In addition, the
Depositary may be required to withhold 30% of any reportable payment made to the
holder with respect to exchange notes.
PLEASE CONSULT YOUR ACCOUNTANT OR TAX ADVISOR FOR FURTHER GUIDANCE
REGARDING THE COMPLETION OF SUBSTITUTE FORM W-9, FORM W-8BEN, OR ANOTHER VERSION
OF FORM W-8 TO CLAIM EXEMPTION FROM WITHHOLDING, OR CONTACT THE EXCHANGE AGENT.
6. TRANSFER TAXES.
Sanmina-SCI will pay all transfer taxes, if any, applicable to the
transfer of original notes to it or its order pursuant to the exchange offer.
If, however, exchange notes and/or substitute original 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 original notes tendered hereby, or if
tendered original 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 original notes to Sanmina-SCI 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 ORIGINAL NOTES SPECIFIED IN THIS LETTER.
7. WAIVER OF CONDITIONS.
Sanmina-SCI 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 original notes, by execution of this letter
or an agent's message in lieu thereof, shall waive any right to receive notice
of the acceptance of their original notes for exchange.
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Neither Sanmina-SCI, the exchange agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of original notes nor shall any of them incur any liability for failure
to give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose original notes have been mutilated, lost, stolen or
destroyed should contact the exchange agent at the address indicated above for
further instructions.
10. WITHDRAWAL RIGHTS.
Tenders of original notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the expiration date.
For a withdrawal of a tender of original notes to be effective, a
written notice of withdrawal, or a properly transmitted "Request Message"
through DTC's ATOP system, must be received by the exchange agent at the address
set forth above prior to 5:00 P.M., New York City time, on the expiration date.
Any such notice of withdrawal must
(1) specify the name of the person having tendered the original
notes to be withdrawn, which we refer to as the depositor in
this letter,
(2) identify the original notes to be withdrawn (including
certificate number or numbers and the principal amount of such
original notes),
(3) contain a statement that such holder is withdrawing his
election to have such original notes exchanged,
(4) other than a notice through DTC's ATOP system, be signed by
the holder in the same manner as the original signature on
this letter by which such original notes were tendered
(including any required signature guarantees) or be
accompanied by documents of transfer to have the trustee with
respect to the original notes register the transfer of such
original notes in the name of the person withdrawing the
tender and
(5) specify the name in which such original notes are registered,
if different from that of the depositor.
If original notes have been tendered pursuant to the procedure for
book-entry transfer set forth in "The Exchange Offer-Book--Entry Transfer"
section of the prospectus, any notice of withdrawal must comply with the
applicable procedures of DTC. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
Sanmina-SCI, whose determination shall be final and binding on all parties. Any
original notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer and no exchange notes will be issued
with respect thereto unless the original notes so withdrawn are validly
retendered. Any original notes that 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 original notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures set forth in "The Exchange Offer--Book-Entry Transfer"
section of the prospectus, such original notes will be credited to an account
maintained with DTC for the original notes) as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. Properly
withdrawn original notes may be retendered by following the procedures described
above at any time on or prior to 5:00 P.M., New York City time, on the
expiration date.
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11. 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, and requests for
notices of guaranteed delivery and other related documents may be directed to
the exchange agent, at the address and telephone number indicated above.
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PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9 NAME:
ADDRESS:
CHECK APPROPRIATE SPACE:
Individual/Sole Proprieter ___ Corporation ___
Partnership ___
Other (specify) __________________ Exempt from Backup
Withholding
----------------------------------------------------
DEPARTMENT OF THE PART 1 -- PLEASE PROVIDE YOUR Social Security
TREASURY TIN IN THE BOX AT RIGHT AND number (or Individual
INTERNAL REVENUE SERVICE CERTIFY BY SIGNING AND DATING Taxpayer
BELOW Identification Number)
(If awaiting TIN,
write "Applied For")
_____________
or
Employer
identification number
(If awaiting TIN,
write "Applied For")
_____________
------------------------------------------------------
PAYOR'S REQUEST FOR PART 2 -- Certification -- Under penalties of perjury,
TAXPAYER IDENTIFICATION I certify that:
NUMBER (TIN)
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a
number to be issued to me), and
(2) I am not subject to backup withholding because (a)
I am exempt from backup withholding or (b) I have not
been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to
backup withholding, and
(3) I am a U.S. person (including a U.S. resident
alien).
- --------------------------------------------------------------------------------
Certification Instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE_____________________________________ DATE_______________________, 2003
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER.
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 INDICATED IN PART 1 THAT
YOU ARE AWAITING A TIN.
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 (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 within 60 days of the Payment Date the
withholding amount will be remitted to the IRS.
SIGNATURE _____________________________________DATE_____________________________
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