EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
$400,000,000 AGGREGATE PRINCIPAL AMOUNT
11 1/8% SENIOR NOTES DUE 2007
HERCULES INCORPORATED
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
NOVEMBER , 2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF OLD NOTES MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery To:
Wells Fargo Bank Minnesota, N.A.,
Exchange Agent
By registered and certified mail:
Wells Fargo Bank Minnesota, N.A.
MAC #N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, Minnesota 55480-1517
By regular mail or overnight delivery:
Wells Fargo Bank Minnesota, N.A.
MAC #N9303-121
Corporate Trust Operations
6th & Marquette Avenues
Minneapolis, Minnesota 55479
By hand:
Wells Fargo Bank Minnesota, N.A.
Corporate Trust Operations, 12th Floor
608 Second Avenue South
Minneapolis, Minnesota 55402
Facsimile:
(612) 667-4927
Telephone:
(800) 344-5128
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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
The undersigned acknowledges that he or she has received and reviewed the
prospectus, dated October , 2001 (the "Prospectus"), of Hercules Incorporated,
a Delaware company (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange $400,000,000 in aggregate principal amount of its 11 1/8% Senior
Notes due 2007 (the "New Notes"), for a like aggregate principal amount of its
outstanding 11 1/8% Senior Notes due 2007 (the "Old Notes") that were issued and
sold in reliance upon an exemption from registration under the Securities Act of
1933, as amended (the "Securities Act").
For each Old Note accepted for exchange, the holder of such Old Note will
receive an New Note having an aggregate principal amount equal to that of the
surrendered Old Note.
This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for Old
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
Prospectus under "The Exchange Offer -- Procedures for Tendering Old
Notes -- Book-Entry Delivery Procedure" and an Agent's Message (as defined
herein) is not delivered. Delivery of this Letter and any other required
documents should be made to the Exchange Agent. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Holders of Old Notes whose certificates are not immediately available, or
who are unable to deliver their certificates (or cannot obtain a confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a timely
basis) and all other documents required by this Letter to the Exchange Agent on
or prior to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Old Notes -- Guaranteed Delivery Procedure."
See Instruction 1.
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. Holders who wish to exchange their Old Notes must complete
this Letter in its entirety.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.
2
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed to this Letter.
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES (SEE INSTRUCTION 2)
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AGGREGATE
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
CERTIFICATE REPRESENTED BY TENDERED (IF
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER(S)* CERTIFICATE* LESS THAN ALL)**
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TOTAL
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal
amount represented by such Old Notes. See Instruction 2. Old Notes tendered hereby must be in integral multiples
of $1,000. See Instruction 1.
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</Table>
[ ] CHECK HERE IF TENDERED OLD 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:
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Account Number:
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Transaction Code Number:
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By crediting Old 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 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 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 NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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If delivered by book-entry transfer, complete the following:
Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER.
3
[ ] CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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4
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 for exchange the aggregate principal
amount of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old 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 Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Company in connection with
the Exchange Offer) with respect to the tendered Old Notes with full power of
substitution to (i) deliver such Old Notes, or transfer ownership of such Old
Notes on the account books maintained by the Book-Entry Transfer Facility, to
the Company and deliver all accompanying evidences of transfer and authenticity,
and (ii) present such Old Notes for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Old 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 the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and to acquire New Notes issuable upon the exchange of such
tendered Old Notes, 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 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 Notes issued in exchange for the Old Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than (i) any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act or (ii) any
broker-dealer that purchases Old Notes from the Company to resell pursuant to
Rule 144A under the Securities Act ("Rule 144A") or any other available
exemption) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New 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 Notes
and are not participating in, and do not intend to participate in, the
distribution of the New Notes. The undersigned acknowledges that 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.
The undersigned hereby further represents that (i) it is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company;
(ii) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the New Notes to be issued in the Exchange Offer; and (iii) it is acquiring
the New Notes in its ordinary course of business. As a condition to its
participation in the Exchange Offer, any holder using the Exchange Offer to
participate in a distribution of the New Notes acknowledges and agrees that, if
the resales are of New Notes obtained by it in exchange for Old Notes acquired
directly from the Company or any affiliate of the Company, it (i) could not,
under current SEC policy, rely on 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 secondary resale
transaction and that such a secondary resale transaction must be covered by an
effective registration statement.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaging in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer holding Old Notes acquired for its
own account as a result of market-making activities or other trading activities,
it hereby acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of New Notes
received in respect of such Old Notes pursuant to the Exchange Offer. A
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act by making the foregoing acknowledgement or by
delivering a prospectus.
5
The undersigned also warrants that acceptance of any tendered Old Notes by
the Company and the issuance of New Notes in exchange therefor shall constitute
performance in full by the Company of certain of its obligations under the
Registration Rights Agreement, which has been filed as an exhibit to the
registration statement in connection with the Exchange Offer.
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 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 this Letter.
The undersigned understands that tenders of the Old Notes pursuant to any
one of the procedures described under "The Exchange Offer -- Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer -- Conditions to the Exchange Offer,"
the Company may not be required to accept for exchange any of the Old Notes
tendered. Old Notes not accepted for exchange or withdrawn will be returned to
the undersigned at the address set forth below unless otherwise indicated under
"Special Delivery Instructions" below.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
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 Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) 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 New Notes issued
in exchange for the Old Notes accepted for exchange (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the names of 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 Old Notes from the name of the
registered holder(s) thereof if the Company does not accept for exchange any of
the Old Notes so tendered for exchange.
THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN OLD
NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS
WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO SUCH OLD NOTES
AS OF THE DATE OF TENDER OF SUCH OLD NOTES TO EXECUTE AND DELIVER THIS LETTER AS
IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR PURPOSES OF THIS LETTER,
THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER TO THE
EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN
SUCH BOX ABOVE.
6
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes not tendered or not
accepted for exchange, or New Notes issued in exchange for Old Notes accepted
for exchange, are to be issued in the name of and sent to someone other than the
undersigned, or if Old 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 (certificates) to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION
OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
Credit unexchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
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(BOOK ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes not tendered or not
accepted for exchange, or New Notes issued in exchange for Old Notes accepted
for exchange, are to be sent to someone other than the undersigned or to the
undersigned at an address other than shown in the box entitled "Description of
Old Notes" above.
Mail to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION
OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
7
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY
TRANSFER 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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY)
(PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)
X
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X
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SIGNATURE(S) OF OWNER(S)
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DATE
Area Code and Telephone Number:
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IF A HOLDER IS TENDERING ANY OLD NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE OLD NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF OLD NOTES BY
PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND
POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH
THIS LETTER. IF OLD NOTES TO WHICH THIS LETTER RELATES ARE HELD OF RECORD BY TWO
OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER. IF SIGNATURE
IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, OFFICER OR OTHER PERSON
ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN SUCH PERSON MUST (i) SET
FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, SUBMIT
EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY TO SO ACT. SEE
INSTRUCTION 3.
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
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(NAME OF FIRM)
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(ADDRESS, INCLUDING ZIP CODE)
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(AREA CODE AND TELEPHONE NUMBER)
Dated:
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by noteholders 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 Prospectus under "The Exchange
Offer -- Procedures for Tendering Old Notes -- Book-Entry Delivery Procedure"
and an Agent's Message is not delivered. Certificates for all physically
tendered Old 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 5:00 p.m., New
York City time, on the Expiration Date, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. Old Notes tendered hereby
must be in denominations of principal amount that are integral multiples of
$1,000. The term "Agent's Message" means a message, transmitted by The
Depository Trust Company 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 acknowledgment from a participant tendering Old
Notes which are subject to the Book-Entry Confirmation and 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 who wish to tender their Old Notes and (a) whose certificates
for Old Notes are not immediately available, (b) who cannot deliver their
certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (c) who cannot complete the procedure for book-entry
transfer on a timely basis, must tender their Old Notes pursuant to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Old Notes -- Guaranteed Delivery Procedure."
Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution (as
defined in Instruction 3 below),
(ii) on or 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
Notes and the amount of Old 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
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 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 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 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" in the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of any Old Notes is tendered, the
tendering holder(s) should fill in the principal amount of Old Notes to be
tendered in the box above entitled "Description of Old Notes." The entire
principal amount of the Old Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated. If the entire principal amount
of Old Notes is not tendered, then Old Notes for the principal amount of Old
Notes not tendered and New Notes issued in exchange for any Old Notes accepted
will be sent to the holder at his or her registered address, unless otherwise
provided in the appropriate box on this Letter, promptly after the Old Notes are
accepted for exchange.
9
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificates representing such Old Notes without alteration, enlargement or
any change whatsoever.
If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Old Notes.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
If any tendered Old 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
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old 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,
evidence satisfactory to the Company of its authority to so act must be
submitted with the Letter.
Endorsements on certificates for Old 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 a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Old Notes are tendered: (i) by a registered holder of Old 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 holder of such Old 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 Notes should indicate, in the applicable box or
boxes, the name and address (or account at the Book-Entry Transfer Facility) to
which New Notes issued pursuant to the Exchange Offer, or substitute Old Notes
not tendered or accepted for exchange, 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 Notes
by book-entry transfer may request that Old 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 Notes not
exchanged will be returned to the name or address of the person signing this
Letter.
5. TAX IDENTIFICATION NUMBER.
Under the federal income tax laws, payments that may be made by the Company
on account of New Notes issued pursuant to the Exchange Offer may be subject to
backup withholding at the rate specified in Section 3406(a)(1) of the
10
Code (the "Specified Rate"). In order to avoid such backup withholding, each
tendering holder should complete and sign the Substitute Form W-9 included in
this Letter and provide the correct taxpayer identification number ("TIN") and
certify, under penalties of perjury, that (a) the TIN provided is correct; (b)
that (i) the holder has not been notified by the Internal Revenue Service (the
"IRS") that the holder is subject to backup withholding as a result of failure
to report all interest or dividends, (ii) the IRS has notified the holder that
the holder is no longer subject to backup withholding or (iii) the holder is
exempt from backup withholding; and (c) the holder is a U.S. person (including a
U.S. resident alien). If the tendering holder has not been issued a TIN and has
applied for one, or intends to apply for one in the near future, such holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, sign and date the Substitute Form W-9, and sign the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I, the Company (or the Paying Agent under the Indenture
governing the New Notes) shall retain the Specified Rate of payments made to the
tendering holder during the sixty (60) day period following the date of the
Substitute Form W-9. If the holder furnishes the Exchange Agent or the Company
with his or her TIN within sixty (60) days after the date of the Substitute Form
W-9, the Company (or the Paying Agent) shall remit such amounts retained during
the sixty (60) day period to the holder and no further amounts shall be retained
or withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent or the Company with his or her TIN within
such sixty (60) day period, the Company (or the Paying Agent) shall remit such
previously retained amounts to the IRS as backup withholding. In general, if a
holder is an individual, the taxpayer identification number is the Social
Security number of such individual. If the Exchange Agent or the Company is not
provided with the correct taxpayer identification number, the holder may be
subject to a $50 penalty imposed by the IRS. Certain holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, such holder must submit a
statement (generally, IRS Form W-8BEN), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Old Notes are registered in more than one name), consult
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9."
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Company (or the
Paying Agent) to withhold the Specified Rate of the amount of any payments made
on account of the New Notes. Backup withholding is not an additional federal
income tax. Rather, the federal income tax liability of a person 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.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New
Notes or substitute Old 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 Notes tendered hereby, or if tendered Old 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 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 with this Letter, 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 Notes specified in this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive or modify, in whole
or in part, any or all conditions to the Exchange Offer.
11
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old 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
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions. This Letter and related documents cannot be processed until the
Old Notes have been replaced.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and the Notice of Guaranteed
Delivery, 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 Notes so tendered.
12. WITHDRAWALS.
Tenders of Old Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders" in the Prospectus.
12
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW
PAYER'S NAME: HERCULES INCORPORATED
<Table>
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN -----------------------------
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. See Social Security Number
the enclosed "Guidelines for Certification of Taxpayer
DEPARTMENT OF THE Identification Number on Substitute Form W-9" for instructions. or
TREASURY, INTERNAL -----------------------------
REVENUE SERVICE Employer Identification
Number
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
------------------------------------------------------------------------------------------------------------------------------
PLEASE FILL IN YOUR PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)*
NAME AND ADDRESS
BELOW PART III --
NAME: --------------------
--------------------------- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
NUMBER AND STREET
--------------------------- (1) The number shown on this form is my correct taxpayer identification number (or I am waiting
CITY, STATE AND ZIP CODE for a number to be issued to me), and
CHECK APPROPRIATE (2) I am not subject to backup withholding either because I am exempt from backup withholding, I
BOX: have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup
----- INDIVIDUAL/SOLE withholding as a result of a failure to report all interest or dividends, or the IRS has
PROPRIETOR notified me that I am no longer subject to backup withholding, and
----- CORPORATION
----- PARTNERSHIP (3) I am a U.S. person (including a U.S. resident alien).
----- OTHER-----------------
------------------------------------------------------------------------------------------------------------------------------
Signature: ------------------------------------------------- Date:----------------------
------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION GUIDELINES -- 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 under reporting of 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 stating that you are no longer subject to backup withholding, do not cross out line (2).
------------------------------------------------------------------------------------------------------------------------------
</Table>
13
CERTIFICATION 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 to the payer, the Specified
Rate of all payments made to me on account of the New Notes shall be retained
until I provide a taxpayer identification number to the payer and that, if I do
not provide my taxpayer identification number within sixty (60) days, such
retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and the Specified Rate of all reportable payments made to me
thereafter will be withheld and remitted to the Internal Revenue Service until I
provide a taxpayer identification number.
Signature: ------------------------------ Date: ----------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF THE SPECIFIED RATE OF ANY PAYMENTS MADE TO YOU UNDER THE NEW NOTES.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<Table>
<Caption>
------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(l)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(l)
trustee)
b. So-called trust account that is The actual owner(l)
not a legal or valid trust
under State law
5. Sole proprietorship account The owner(3)
------------------------------------------------------------
6. A valid trust, estate, or pension The legal entity(4)
trust
7. Corporate account The corporation
8. Religious, charitable, or The organization
educational organization account
9. Partnership account The partnership
10. Association, club or other tax- The organization
exempt organization
11. A broker or registered nominee The broker or
nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
------------------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Show the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security number or
employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on all payments include the
following:
1. An organization exempt from tax under section 501(a), any IRA or a custodial
account under section 403(b)(7) if the account satisfies the requirements of
section 401(f)(2).
2. The United States or any of its agencies or instrumentalities.
3. A state, the District of Columbia, a possession of the United States or any
of their political subdivisions or instrumentalities.
4. A foreign government or any of its political subdivisions, agencies or
instrumentalities.
5. An international organization or any of its agencies or instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
9. A futures commission merchant registered with the Commodity Futures Trading
Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
12. A common trust fund operated by a bank under section 584(a).
13. A financial institution.
14. A middleman known in the investment community as a nominee or custodian.
15. A trust exempt form tax under section 664 or described in section 4947.
The following types of payments are exempt from backup withholding as
indicated for items 1 through 15 above.
Interest and Dividend Payments. All listed payees are exempt except the payee in
item 9.
Broker Transactions. All payees listed in items 1 through 13 are exempt. A
person registered under the Investment Advisors Act of 1940 who regularly acts
as a broker is also exempt.
Barter Exchange Transactions and Patronage Dividends. Only payees listed in
items 1 through 5 are exempt.
Payments Reportable under Sections 6041 and 6041A. Only payees listed in items 1
through 7 are generally exempt.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments that are not subject to information reporting also are not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N of the Code, and their regulations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- Payments described in section 6049(b)(5) of the Code to non-resident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. File this form with the Payer, furnish
your taxpayer identification number, write "EXEMPT" in Part II of the Substitute
Form W-9, sign and date the form and return it to the Payer.
IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP
WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8BEN WITH THE
PAYER.
PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give your
correct TIN to payers who must file information returns with the IRS to report
interest, dividends and certain other income paid to you. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to cities, states and the District of
Columbia to carry out their tax laws. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold the
Specified Rate of taxable interest, dividend and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.