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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
8 1/8% SENIOR SUBORDINATED NOTES DUE 2008
FURON COMPANY
PURSUANT TO THE PROSPECTUS DATED JUNE , 1998
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON JUNE , 1998 (THE "EXPIRATION DATE"), UNLESS THE
EXCHANGE OFFER IS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION, IN WHICH
CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO
WHICH THE EXCHANGE OFFER IS EXTENDED, TENDERS MAY BE WITHDRAWN AT ANY TIME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:
THE BANK OF NEW YORK
By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered or Certified
(Eligible Institutions Only) Mail:
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street 101 Barclay Street, 7E
Corporate Trust Services Window To Confirm by Telephone New York, New York 10286
Ground Level or for Information Call: Attention: Reorganization
Attention: Reorganization Section, Odell Romeo
Section, Odell Romeo (212) 815-6337
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions set forth in this
letter of transmittal should be read carefully before this letter of transmittal
is completed.
The undersigned acknowledges receipt of the Prospectus dated June , 1998
(the "Prospectus"), of Furon Company, a California corporation (the "Company"),
and this Letter of Transmittal (the "Letter of Transmittal"), which together
with the Prospectus constitutes the Company's offer (the "Exchange Offer") to
exchange $1,000 principal amount of its 8 1/8% Senior Subordinated Notes due
2008 (the "New Notes") for each $1,000 principal amount of its outstanding
8 1/8% Senior Subordinated Notes due 2008 (the "Initial Notes"). Recipients of
the Prospectus should read the requirements described in such Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Initial Notes described in the box
entitled "Description of Initial Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered owner of all the Initial Notes and the undersigned
represents that it has received from each beneficial owner of Initial Notes
("Beneficial Owners") a duly completed and executed form of "Instruction to
Registered Holder from Beneficial Owner" accompanying this Letter of
Transmittal, instructing the undersigned to take the action described in this
Letter of Transmittal.
This Letter of Transmittal is to be used by a holder of Initial Notes (i)
if certificates representing Initial Notes are to be forwarded herewith, (ii) if
delivery of Initial Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering," or (iii) if a tender is made pursuant to the
guaranteed delivery procedures in the section of the Prospectus entitled "The
Exchange Offer -- Guaranteed Delivery Procedures."
The undersigned hereby represents and warrants that the information
received from the beneficial owners is accurately reflected in the boxes
entitled "Beneficial Owner(s) -- Purchaser Status" and "Beneficial Owner(s) --
Residence."
Any beneficial owner whose Initial Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Initial Notes promptly and
instruct such registered holder of Initial Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes
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to tender on its own behalf, such beneficial owner must, prior to completing and
executing this Letter of Transmittal and delivering its Initial Notes, either
make appropriate arrangements to register ownership of the Initial Notes in such
beneficial owner's name or obtain a properly completed bond power from the
registered holder of Initial Notes. The transfer of record ownership may take
considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Initial Notes must (i) complete the box entitled "Description of Initial Notes,"
(ii) complete the boxes entitled "Beneficial Owner(s) -- Purchaser Status" and
"Beneficial Owner(s) -- Residence", (iii) if appropriate, check and complete the
boxes relating to book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions, (iv) sign the Letter of
Transmittal by completing the box entitled "Sign Here" and (v) complete the
Substitute Form W-9. Each holder of Initial Notes should carefully read the
detailed instructions below prior to completing the Letter of Transmittal.
Holders of Initial Notes who desire to tender their Initial Notes for
exchange and (i) whose Initial Notes are not immediately available or (ii) who
cannot deliver their Initial Notes, this Letter of Transmittal and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date, must tender the Initial Notes pursuant to the guaranteed delivery
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2.
Holders of Initial Notes who wish to tender their Initial Notes for
exchange must complete columns (1) through (3) in the box below entitled
"Description of Initial Notes," complete the boxes and sign the box below
entitled "Sign Here." If only those columns are completed, such holder of
Initial Notes will have tendered for exchange all Initial Notes listed in column
(3) below. If the holder of Initial Notes wishes to tender for exchange less
than all of such Initial Notes, column (4) must be completed in full. In such
case, such holder of Initial Notes should refer to Instruction 5.
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DESCRIPTION OF INITIAL NOTES
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(1) (2) (3) (4)
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S) OF INITIAL NOTE(S), EXACTLY AS INITIAL NOTE PRINCIPAL AMOUNT
NAME(S) NUMBER(S) AGGREGATE PRINCIPAL TENDERED FOR EXCHANGE
APPEAR(S) ON NOTE CERTIFICATE(S) (ATTACH SIGNED LIST AMOUNT REPRESENTED BY (MUST BE IN INTEGRAL
INITIAL (PLEASE FILL IN, IF BLANK) IF NECESSARY) CERTIFICATE(S)(1) MULTIPLES OF $1,000)(2)
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1. Unless indicated in the column "Principal Amount Tendered For Exchange,"
any tendering Holder of 8 1/8% Senior Subordinated Notes due 2008 will be
deemed to have tendered the entire aggregate principal amount represented
by the column labeled "Aggregate Principal Amount Represented by
Certificate(s)."
2. The minimum permitted tender is $1,000 in principal amount of 8 1/8% Senior
Subordinated Notes due 2008. All other tenders must be in integral
multiples of $1,000.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution:
Account Number:
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Transaction Code Number:
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Initial Note(s):
Date of Execution of Notice of Guaranteed Delivery:
Window Ticket Number (if available):
Name of Institution which Guaranteed Delivery:
Account Number (if delivered by book-entry transfer):
[ ] 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:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the New Notes issued in
exchange for Initial Notes, certificates for Initial
Notes in a principal amount not exchanged for New Notes,
or Initial Notes (if any) not tendered for exchange, are
to be issued in the name of someone other than the
undersigned or (ii) if Initial Notes tendered by
book-entry transfer which are not exchanged are to be
returned by credit to an account maintained at DTC.
Issue to:
Name:
(Please print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
Credit Initial Notes not exchanged and delivered by
book-entry transfer to DTC account set forth below:
(Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the New Notes issued in exchange
for Initial Notes, certificates for Initial Notes in a
principal amount not exchanged for New Notes, or Initial
Notes (if any) not tendered for exchange, are to be
mailed or delivered (i) to someone other than the
undersigned or (ii) to the undersigned at an address
other than the address shown below the undersigned's
signature.
Mail or deliver to:
Name:
(Please print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
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BENEFICIAL OWNER(S) -- RESIDENCE
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STATE OF DOMICILE/PRINCIPAL PLACE OF BUSINESS PRINCIPAL AMOUNT OF INITIAL NOTES HELD FOR
OF EACH BENEFICIAL OWNER OF INITIAL NOTES ACCOUNT OF BENEFICIAL OWNER(S)
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BENEFICIAL OWNER(S) -- PURCHASER STATUS
The beneficial owner of each of the Initial Notes described herein is
(check the box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S of the Securities Act) that
purchased the Initial Notes outside the United States in accordance with
Rule 904 of the Securities Act
[ ] Other (describe)
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Furon Company, a California corporation (the
"Company"), upon the terms and subject to the conditions set forth in the
Prospectus dated June , 1998 (the "Prospectus") and this Letter of Transmittal
(the "Letter of Transmittal"), which together with the Prospectus constitutes
the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount
of its 8 1/8% Senior Subordinated Notes due 2008 (the "New Notes") for each
$1,000 principal amount of its outstanding 8 1/8% Senior Subordinated Notes due
2008 (the "Initial Notes"), the undersigned hereby tenders to the Company for
exchange the Initial Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Initial Notes tendered for exchange herewith, the
undersigned will have irrevocably sold, assigned, transferred and exchanged, to
the Company, all right, title and interest in, to and under all of the Initial
Notes tendered for exchange hereby, and hereby will have appointed the Exchange
Agent as the true and lawful agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as agent of the Company) of such holder of
Initial Notes with respect to such Initial Notes, with full power of
substitution to (i) deliver certificates representing such Initial Notes, or
transfer ownership of such Initial Notes on the account books maintained by DTC
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (ii) present and deliver such Initial Notes for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights and incidents of beneficial ownership with respect
to such Initial Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned is
the owner; (ii) has a net long position within the meaning of Rule 14e-4 under
the Securities Exchange Act as amended ("Rule 14e-4") equal to or greater than
the principal amount of Initial Notes tendered hereby; (iii) the tender of such
Initial Notes complies with Rule 14e-4 (to the extent that Rule 14e-4 is
applicable to such exchange); (iv) the undersigned has full power and authority
to tender, exchange, assign and transfer the Initial Notes and (v) that when
such Initial Notes are accepted for exchange by the Company, the Company will
acquire good and marketable title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned will, upon receipt, 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 the Initial Notes tendered for
exchange hereby.
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By tendering, the undersigned hereby further represents to the Company that
(i) the New Notes to be acquired by the undersigned in exchange for the Initial
Notes tendered hereby and any beneficial owner(s) of such Initial Notes in
connection with the Exchange Offer will be acquired by the undersigned and such
beneficial owner(s) in the ordinary course of business of the undersigned, (ii)
the undersigned have no arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
beneficial owner acknowledge and agree that any person who is a broker-dealer
registered under the Exchange Act or is participating in the Exchange Offer for
the purpose of distributing the New Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes acquired by such person and cannot
rely on the position of the staff of the Commission set forth in certain
no-action letters, (iv) the undersigned and each beneficial owner understand
that a secondary resale transaction described in clause (iii) above and any
resales of New Notes obtained by the undersigned in exchange for the Initial
Notes acquired by the undersigned directly from the Company should be covered by
an effective registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of Regulation S-K
of the Commission and (vi) neither the undersigned nor any beneficial owner is
an "affiliate," as defined under Rule 405 under the Securities Act, of the
Company. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Initial Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New 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.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Initial Notes,
if, as and when the Company gives oral or written notice thereof to the Exchange
Agent. Tenders of Initial Notes for exchange may be withdrawn at any time prior
to 5:00 p.m., New York City Time, on the Expiration Date. See "The Exchange
Offer -- Withdrawal of Tenders" in the Prospectus. Any Initial Notes tendered by
the undersigned and not accepted for exchange will be returned to the
undersigned at the address set forth above unless otherwise indicated in the box
above entitled "Special Delivery Instructions" as promptly as practicable after
the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Initial 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 the Company upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Initial Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for
Initial Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the New Notes issued in exchange for the Initial Notes accepted for
exchange in the name(s) of, and return any Initial Notes not tendered for
exchange or not exchanged to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Initial Notes
from the name of the holder of Initial Note(s) thereof if the Company does not
accept for exchange any of the Initial Notes so tendered for exchange or if such
transfer would not be in compliance with any transfer restrictions applicable to
such Initial Note(s).
IN ORDER TO VALIDLY TENDER INITIAL NOTES FOR EXCHANGE, HOLDERS OF INITIAL
NOTES 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 Initial Notes is irrevocable.
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SIGN HERE
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(SIGNATURE(S) OF OWNER(S))
Date:
------------------------------------------, 1998
Must be signed by the registered holder(s) of Initial Notes exactly
as name(s) appear(s) on certificate(s) representing the Initial Notes or
on a security position listing or by person(s) authorized to become
registered Initial Note holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide
the following information. (See Instruction 6).
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Principle place of business (if different from address listed above):
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(INCLUDE ZIP CODE)
Area Code and Telephone No.: ( )
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Tax Identification or Social Security Nos.
PLEASE COMPLETE SUBSTITUTE FORM W-9
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature:
Date:
Name and Title:
(PLEASE PRINT)
Name of Firm:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the Unites States, or (3) an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 which is a member of one of the following
recognized Signature Guarantee Programs (an "Eligible Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Initial Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Initial Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND INITIAL NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Initial Notes (i) if certificates are to be forwarded herewith or (ii) if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer or guaranteed delivery set forth in the section of the Prospectus
entitled "The Exchange Offer." Certificates for all physically tendered Initial
Notes or any timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth on the cover of this Letter of Transmittal prior to 5:00 p.m.,
New York City Time, on the Expiration Date. Holders of Initial Notes who elect
to tender Initial Notes and (i) whose Initial Notes are not immediately
available or (ii) who cannot deliver the Initial Notes, this Letter of
Transmittal or other required documents to the Exchange Agent prior to 5:00
p.m., New York City Time, on the Expiration Date, must tender their Initial
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Holders may have such tender effected if: (a) such tender is made
through an Eligible Institution; (b) prior to 5:00 p.m., New York City Time, on
the Expiration Date, the Exchange Agent has received from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, setting forth the name and address of the holder of such Initial
Notes, the certificate numbers(s) of such Initial Notes and the principal amount
of Initial Notes tendered for exchange, stating that tender is being made
thereby and guaranteeing that, within five New York Stock Exchange trading days
after the Expiration Date, this Letter of Transmittal (or a facsimile thereof),
together with the certificate(s) representing such Initial Notes (or a
Book-Entry Confirmation), in proper form for transfer, and any other documents
required by this Letter of Transmittal, will be deposited by such Eligible
Institution with the Exchange Agent; and (c) a properly executed Letter of
Transmittal (or a facsimile hereof), as well as the certificate(s) for all
tendered Initial Notes in proper form for transfer or a Book-Entry Confirmation,
together with any other documents required by this Letter of Transmittal, are
received by the Exchange Agent within five New York Stock Exchange trading days
after the Expiration Date.
THE METHOD OF DELIVERY OF INITIAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF
DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND
DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NEITHER THIS LETTER OF TRANSMITTAL NOR ANY INITIAL NOTES SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH
HOLDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Initial Notes, by execution of this Letter of Transmittal
(or facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Initial Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled "Description
of Initial Notes" above is inadequate, the certificate numbers and principal
amounts of the Initial Notes being tendered should be listed on a separate
signed schedule affixed hereto.
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4. WITHDRAWALS. A tender of Initial Notes may be withdrawn at any time
prior to 5:00 p.m., New York City Time, on the Expiration Date by delivery of
written or facsimile notice of withdrawal to the Exchange Agent at the address
set forth on the cover of this Letter of Transmittal. To be effective, a notice
of withdrawal of Initial Notes must (i) specify the name of the person who
tendered the Initial Notes to be withdrawn (the "Depositor"), (ii) identify the
Initial Notes to be withdrawn (including the certificate number or numbers and
aggregate principal amount of such Initial Notes), and (iii) be signed by the
holder of Initial Notes in the same manner as the original signature on the
Letter of Transmittal by which such Initial Notes were tendered (including any
required signature guarantees). All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company in its sole discretion, whose determination shall be final and
binding on all parties. Any Initial Notes so withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer and no New Notes will be
issued with respect thereto unless the Initial Notes so withdrawn are validly
retendered. Properly withdrawn Initial Notes may be retendered by following one
of the procedures described in the section of the Prospectus entitled "The
Exchange Offer -- Procedures for Tendering" at any time prior to 5:00 p.m., New
York City Time, on the Expiration Date.
5. PARTIAL TENDERS. Tenders of Initial Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Initial Notes,
fill in the principal amount of Initial Notes which are tendered for exchange in
column (4) of the box entitled "Description of Initial Notes," as more fully
described in the footnotes thereto. In case of a partial tender for exchange, a
new certificate, in fully registered form, for the remainder of the principal
amount of the Initial Notes, will be sent to the holders of Initial Notes unless
otherwise indicated in the appropriate box on this Letter of Transmittal as
promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, ASSIGNMENT AND ENDORSEMENTS.
(a) The signature(s) of the holder of Initial Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
Initial Notes without alternation, enlargement or any change whatsoever.
(b) If tendered Initial Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Initial 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 of Transmittal and any necessary or required
documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder of the Initial
Notes listed and transmitted hereby, no endorsements of Initial Notes or bond
powers are required. If, however, Initial Notes not tendered or not accepted,
are to be issued or returned in the name of a person other than the holder of
Initial Notes, then the Initial Notes transmitted hereby must be endorsed or
accompanied by a properly completed bond power, in a form satisfactory to the
Company, in either case signed exactly as the name(s) of the holder of Initial
Notes appear(s) on the Initial Notes. Signatures on such Initial Notes or bond
powers must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
(e) If this Letter of Transmittal or Initial Notes 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, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Initial Notes listed, the Initial Notes must be endorsed or
accompanied by a properly completed bond power, in either case signed by such
registered holder exactly as the name(s) of the registered holder of Initial
Notes appear(s) on the certificates. Signatures on such Initial Notes or bond
powers must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company
will pay all transfer taxes, if any, applicable to the exchange of Initial Notes
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the exchange of the 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 exemptions therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes are to be
issued, or if any Initial Notes not tendered for exchange are to be issued or
sent to someone other than the holder of Initial Notes or to an address other
than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Holders of Initial Notes tendering Initial Notes by
book-entry transfer may request that Initial Notes not accepted be credited to
such account maintained at DTC as such holder of Initial Notes may designate.
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9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Initial Notes will be determined by the Company in its
sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject any and all Initial Notes not properly
tendered or any Initial Notes the Company's acceptance of which would, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
right to waive any defects, irregularities or conditions of tender as to
particular Initial Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Initial Notes must be
cured within such time as the Company shall determine. Although the Company
intends to notify holders of defects or irregularities with respect to tenders
of Initial Notes, neither the Company, the Exchange Agent nor any other person
shall incur any liability for failure to give such notification. Tenders of
Initial Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Initial Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive,
amend or modify certain of the specified conditions as described under "The
Exchange Offer -- Conditions" in the Prospectus in the case of any Initial Notes
tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES. Any tendering
Holder whose Initial Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address listed below for further instructions:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attention: Reorganization Section,
Odell Romeo
(212) 815-6337
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for information
or for additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Initial Notes whose
tendered Initial Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payor), through the
Exchange 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 Exchange
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. A foreign individual may qualify as an
exempt recipient by submitting to the Exchange Agent a properly completed
Internal Revenue Service Form W-8 (which the Exchange Agent will provide upon
request) signed under penalty of perjury, attesting to the holder's exempt
status. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder of Initial Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
10
The holder of Initial Notes is required to give the Exchange 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 held in more than one name
or are not held in the name of the actual owner, consult the enclosed Guidelines
for additional guidance regarding which number to report.
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
8 1/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
FURON COMPANY
The undersigned hereby acknowledges receipt of the Prospectus dated April
[ ], 1998 (the "Prospectus") of Furon Company, a California corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the 8 1/8% Senior
Subordinated Notes due 2008 (the "Initial Notes") held by you for the account of
the undersigned.
The aggregate face amount of the Initial Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$
----------------------------- of the Initial Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Initial Notes held by you for the account
of the undersigned (INSERT PRINCIPAL AMOUNT OF Initial Notes TO BE
TENDERED, IF ANY):
$
----------------------------- of the Initial Notes.
[ ] NOT to TENDER any Initial Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Initial Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Initial Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (FILL IN STATE) , (ii) the undersigned is acquiring the New
Notes in the ordinary course of business of the undersigned, (iii) the
undersigned has no arrangement or understanding with any person to participate
in the distribution of New Notes, (iv) the undersigned acknowledges that any
person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purpose of distributing the New
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended, in connection with a secondary resale
transaction of the New Notes acquired by such person and cannot rely on the
position of the Staff of the Securities and Exchange Commission set forth in
certain no-action letters (See the section of the Prospectus entitled "The
Exchange Offer -- Resale of the New Notes"), (v) the undersigned understands
that a secondary resale transaction described in clause (iv) above and any
resales of New Notes obtained by the undersigned in exchange for the Initial
Notes acquired by the undersigned directly from the Company should be covered by
an effective registration statement containing the selling security holder
information required by Item 507 or Item 508, if applicable, of Regulation S-K
of the Commission, (vi) the undersigned is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company, and (vii) if the undersigned
is a broker-dealer that will receive New Notes for its own account in exchange
for Initial Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any sale of
such New 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; (b) to agree, on behalf of the undersigned, as
set forth in the Letter of Transmittal; and (c) to take such other action as
necessary under the Prospectus or the Letter of Transmittal to effect the valid
tender of Initial Notes.
11
The purchaser status of the undersigned is (check the box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S of the Securities Act) that
purchased the Initial Notes outside the United States in accordance with
Rule 904 of the Securities Act
[ ] Other (describe)
SIGN HERE
Name of Beneficial Owner(s):
Signature(s):
Name(s)(PLEASE PRINT):
Address:
Principal place of business (if different from address listed above):
Telephone Number(s):
Taxpayer Identification of Social Security Number(s):
Date:
12
- ---------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE ------------------------------------
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number(s)
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
or
------------------------------------
Employer Identification Number
- ---------------------------------------------------------------------------------------------------------------------------------
PART 3 --
PART 2 -- CERTIFICATION -- Under penalties of Awaiting TIN [ ]
perjury, I certify that:
(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 either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to
backup withholding
------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have been
INTERNAL REVENUE SERVICE notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS that
you are subject to backup withholding you receive another notification form the IRS
stating that you are no longer subject to backup withholding, do not cross out item (2).
- ---------------------------------------------------------------------------------------------------------------------------------
SIGNATURE DATE ________________________
NAME
ADDRESS
CITY STATE ________________ ZIP CODE ________________________
- ---------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE 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
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
PAYOR'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------
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 such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
- ----------------------------------------------- --------------------------------------------------------------
Signature Date