LETTER OF TRANSMITTAL
To Exchange
12% First Mortgage Notes Due 2006
Of
Golden Northwest Aluminum, Inc.
(The "Company")
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 12% FIRST MORTGAGE
NOTES DUE 2006 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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TO:
U.S. TRUST COMPANY, N.A., EXCHANGE AGENT
By Hand up to 4:30 P.M. By Overnight Courier and by Hand after
U.S. Trust Company of California, N.A. 4:30 P.M.
c/o United States Trust U.S. Trust Company of California, N.A.
Company of New York c/o United States Trust
111 Broadway Company of New York
Lower Level 770 Broadway, 13th Floor
New York, New York 10006 New York, New York 10003
Attn: Corporate Trust and Agency Services Attn: Corporate Trust and Agency Services
By Facsimile:
U.S. Trust Company of California, N.A.
Fax: (212) 420-6155
Confirm by Telephone: (800) 225-2398
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. Except as otherwise
provided herein, all signatures on this Letter of Transmittal must be guaranteed
in accordance with the procedures set forth herein. See Instruction 1.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE EXCHANGE OFFER CONSIDERATION
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
FIRST MORTGAGE NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used only if 12% First Mortgage Notes
due 2006 (the "Securities" or the "Old Notes") of the Company are to be
physically delivered to U.S. Trust Company, N.A. (the "Exchange Agent") or
delivered by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company ("DTC") (a "Book-Entry Transfer Facility") pursuant to
the book-entry transfer procedures set forth in the Prospectus of the Company
dated _________, 1999 (as the same may be amended or supplemented from time to
time, the "Prospectus") under the heading "The Exchange Offer -- Procedure for
Tendering Notes" and "-- Book-Entry Transfer." See Instruction 2. Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Exchange Agent.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent, or who
cannot complete the procedure for book-entry transfer, prior to the Expiration
Date, may nevertheless tender their Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tendering Notes" and "-- Guaranteed Delivery Procedures."
See Instruction 2.
HOLDERS WHO WISH TO TENDER THEIR OLD NOTES MUST, AT A MINIMUM, COMPLETE
COLUMNS (1) THROUGH (3) IN THE BOX HEREIN ENTITLED "DESCRIPTION OF SECURITIES
TENDERED" AND SIGN IN THE APPROPRIATE BOX BELOW. If only those columns are
completed, the holder will be deemed to have tendered all the Old Notes, listed
in the table. If a holder wishes to tender less than all of such Old Notes,
column (4) must be completed in full, and such holder should refer to
Instruction 5.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE EXCHANGE AGENT'S ACCOUNT AT A 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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/ / 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 No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which guaranteed delivery:
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Account Number:
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Transaction Code Number:
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DESCRIPTION OF SECURITIES TENDERED
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(1) (2) (3) (4)
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NAME(S) AND SECURITY NUMBER(S)* TOTAL PRINCIPAL PRINCIPAL AMOUNT
ADDRESS(ES) OF AMOUNT OF TENDERED (IF LESS
HOLDER(S) (PLEASE SECURITIES* THAN ALL)*
FILL IN, IF BLANK,
EXACTLY AS NAME(S)
APPEAR(S) ON
SECURITIES
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Total:
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* Need not be completed by holders tendering by book-entry transfer (see
below).
** Completion of column (3) will constitute the tender by you of all
Securities delivered unless otherwise specified in column (4). See
Instruction 5.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges he has received
and reviewed the Prospectus and this Letter of Transmittal relating to the
Company's offer to exchange (the "Exchange Offer") the Old Notes for 12% First
Mortgage Notes due 2006 (the "New Notes") and otherwise upon the terms and
subject to the conditions set forth in the Prospectus. The undersigned hereby
acknowledges that the undersigned will not be entitled to any payment in respect
of accrued and unpaid interest on the Securities tendered herewith and accepted
pursuant to the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Securities
indicated above.
Subject to, and effective upon, the acceptance by the Company of the
principal amount of Securities tendered hereby for exchange pursuant to the
terms of the Exchange Offer, the undersigned hereby irrevocably sells, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to, and any and all claims in respect of or arising or having
arisen as a result of the undersigned's status as a holder of, all Securities
tendered hereby, waives any and all rights with respect to the Securities
tendered hereby (including, without limitation, the undersigned's waiver of any
existing or past defaults and their consequences with respect to the Securities)
and releases and discharges any obligor or parent of any obligor of the
Securities from any and all claims the undersigned may have now, or may have in
the future, arising out of or related to the Securities, including, without
limitation, any claims that the undersigned is entitled to receive additional
principal or interest payments with respect to the Securities or to participate
in any redemption or defeasance of the Securities. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent (with full knowledge
that the Exchange Agent also acts as agent of the Company) as the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Securities, with full power of substitution (such power-of-attorney being deemed
to be an irrevocable power coupled with an interest) to (a) deliver such
Securities, or transfer ownership of such Securities on the account books
maintained by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company, (b) present such Securities for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Securities, all in accordance with the terms of the Exchange
Offer.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Securities,
and that when the Securities are accepted for exchange by the Company, the
Company will acquire good, marketable and unencumbered title to the Securities,
free and clear of all liens, restrictions, charges and
encumbrances and that none of such Securities will be subject to any adverse
claim or right; (ii) the undersigned owns the Securities being tendered and is
entitled to tender such Securities as contemplated by the Exchange Offer, all
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and (iii) the tender of such Securities complies
with Rule 14e-4. The undersigned, upon request, will execute and deliver all
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Securities
tendered hereby.
The undersigned understands that tenders of Securities pursuant to any of
the procedures described in the Prospectus under the caption "The Exchange Offer
- -- Procedure for Tendering Notes" and in the instructions hereto will constitute
the undersigned's acceptance of the terms and conditions of the Exchange Offer.
The Company's acceptance of such Securities for exchange pursuant to the terms
of the Exchange Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer. The undersigned has read and agrees to all terms and conditions
of the Exchange Offer. Delivery of the enclosed Securities shall be effected,
and risk of loss and title of such Securities shall pass, only upon proper
delivery to the Exchange Agent.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives. SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 NEW YORK CITY TIME, ON THE EXPIRATION DATE.
See the information set forth under the heading "The Exchange Offer --
Withdrawal Rights" in the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the New Notes with respect to Securities accepted
for exchange, and return any certificates for Securities not tendered or not
accepted for exchange, in the name(s) of the registered holder(s) appearing in
the box entitled "Description of Securities Tendered" (and, in the case of
Securities tendered by book-entry transfer, by credit to the account at the
Book-Entry Transfer Facility designated above). Similarly, unless otherwise
indicated herein in the box entitled "Special Delivery Instructions," please
deliver the New Notes with respect to Securities accepted for exchange, together
with any certificates for Securities not tendered or not accepted for exchange
(and accompanying documents, as appropriate) to the addresses of the registered
holder(s) appearing in the box entitled "Description of Securities Tendered." If
both the "Special Payment Instructions" box and the "Special Delivery
Instructions" box are completed, please issue the New Notes with respect to any
Securities accepted for exchange, and return any certificates for Securities not
tendered or not accepted for exchange, in the name(s) of, and deliver such New
Notes and any such certificates to, the person(s) at the addressees) so
indicated. Please credit any Securities tendered hereby and delivered by
book-entry transfer, but which are not accepted for exchange, by crediting the
account at the Book-Entry Transfer Facility designated above.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the payment of accrued and unpaid interest due on
the Old Notes accepted for exchange and/or certificates for Securities in a
principal amount not tendered or not accepted for exchange, and/or the
certificates representing the New Notes, are to be issued in the name of someone
other than the undersigned or if Securities delivered by book-entry transfer not
accepted for purchase are to be returned by credit to a participant number
maintained at the Book-Entry Transfer Facility other than the participant number
indicated above.
Issue: / / Securities
/ / New Notes to:
Name:
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(Please Print)
Address:
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Zip Code
Wire Transfer Instructions
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Please complete the Substitute Form W-9 below.
SPECIAL DELIVERY INSTRUCTIONS (SEE
INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if certificates for Securities in a principal amount
not tendered or not accepted for exchange, and/or the certificates representing
the New Notes, are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Issue: / / Securities
/ / New Notes to:
Name:
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(Please Print)
Address:
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Zip Code
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Please complete the Substitute Form W-9 below.
SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES REGARDLESS OF WHETHER
SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH)
x
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x
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Signature(s) of Holder(s) and Authorized Signatory Date:___________, 1999
Must be signed by the registered holder(s) of the Securities tendered hereby
exactly as their name(s) appear(s) on the certificate(s) for such Securities or,
if tendered by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing as the
owner of the Securities, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, agent or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 6.
Name(s):
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(Please Print)
Capacity (full title):
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Address:
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(Including Zip Code)
Area Code and Telephone No.
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Tax Identification Number or Social Security Number
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Wire Transfer Instructions
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SIGNATURE GUARANTEE (See Instructions I and 6 below)
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code)
of Eligible Institution)
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(Authorized Signature)
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(Printed Name)
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(Title)
Date: ______________, 1999
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
by a commercial bank or trust company having an office or correspondent in the
United States or by any other "Eligible Guarantor Institution" as such term is
defined in Rule 17Ad-15 under the Exchange Act (each such institution being
referred to as an "Eligible Institution") unless (a) this Letter of Transmittal
is signed by the registered holder of the Securities tendered herewith (or by a
participant in one of the Book-Entry Transfer Facilities whose name appears on a
security position listing as the owner of such Securities) and neither the
"Special Payment Instructions" box nor the "Special Delivery Instructions" box
of this Letter of Transmittal has been completed or (b) such Securities are
tendered for the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Securities; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if Securities tendered
hereby are to be physically delivered to Exchange Agent or delivered by
book-entry transfer to the Exchange Agent's account at a Book-Entry Transfer
Facility pursuant to the procedures set forth in the Prospectus under the
heading "The Exchange Offer -- Book-Entry Transfer." All physically tendered
Securities or confirmations of, or an Agent's Message with respect to,
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility, together with a properly completed and validly executed Letter of
Transmittal (or facsimile or electronic copy thereof or an electronic agreement
to comply with the terms thereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth on the cover page hereof prior to the Expiration Date. If
Securities are forwarded to the Exchange Agent in multiple deliveries, a
properly completed and validly executed Letter of Transmittal must accompany
each such delivery. The Company may elect to waive receipt of a written Letter
of Transmittal if delivery is properly effected through a Book-Entry Transfer
Facility.
If a holder desires to tender Securities pursuant to the Exchange Offer and
(a) certificates representing such Securities are not immediately available, (b)
time will not permit this Letter of Transmittal, certificates representing such
Securities and all other required documents to reach the Exchange Agent prior to
the Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed prior to the Expiration Date, such holder may effect a tender of
Securities in accordance with the guaranteed delivery procedure set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Pursuant to such procedure:
(a) such tender must be made by or through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses of the Exchange Agent
set forth on the cover page
hereof, a properly completed and validly executed Notice of Guaranteed Delivery
(by telegram, facsimile, mail or hand delivery) substantially in the form
provided by the Company, setting forth the name and address of the registered
holder and the principal amount or number of Securities being tendered and
stating that the tender is being made thereby and guaranteeing that, within five
New York Stock Exchange trading days after the date of the Notice of Guaranteed
Delivery, this Letter of Transmittal validly executed (or a facsimile hereof),
together with certificates evidencing the Old Notes (or confirmation of, or an
Agent's Message with respect to, book-entry transfer of such Old Notes into the
Exchange Agent's account with a Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and these instructions, will be
deposited by such Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal or a facsimile hereof, properly completed
and validly executed, with any required signature guarantees, certificates
representing the Securities in proper form for transfer (or confirmation of
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility) and all other documents required by this Letter of Transmittal must be
received by the Exchange Agent within five New York Stock Exchange trading days
after the date of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SECURITIES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, THE MAILING SHOULD BE
MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE, TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF SECURITIES WILL BE ACCEPTED. BY EXECUTION OF THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), ALL TENDERING HOLDERS WAIVE ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR SECURITIES FOR PAYMENT.
3. Inadequate Space. If the space provided herein under "Description of
Securities Tendered" is inadequate, the certificate numbers of the Securities
and the principal amount of Securities tendered should be listed on a separate
schedule and attached hereto.
4. Withdrawal of Tenders. Tenders of Old Notes may be withdrawn at any time
before 5:00 p.m., New York City time, on the Expiration Date. Thereafter, such
tenders are irrevocable.
Holders who wish to exercise their right of withdrawal with respect to the
Exchange Offer must give written notice of withdrawal, delivered by mail or hand
delivery or facsimile transmission, to the Exchange Agent prior to 5:00 p.m.,
New York City time, on the
Expiration Date. In order to be effective, a notice of withdrawal must specify
the name of the person who tendered the Old Notes to be withdrawn; identify the
Old Notes to be withdrawn, including the principal amount of the Old Notes;
where certificates for the Old Notes have been transmitted, specify the name in
which the Old Notes are registered, if different from that of the withdrawing
holder; and, if certificates for the Old Notes have been transmitted, the serial
numbers of the Old Notes to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution, unless the holder is an
Eligible Institution. If tendered Old Notes to be withdrawn have been delivered
or identified through confirmation of book-entry transfer to the Exchange Agent,
the notice of withdrawal also must specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with withdrawn Old Notes. The
notice of withdrawal must be signed by the registered holder of such Old Notes
in the same manner as the applicable Letter of Transmittal (including any
required signature guarantees), or be accompanied by evidence satisfactory to
the Company that the person withdrawing the tender has succeeded to the
beneficial ownership of such Old Notes. Withdrawals of tenders of Old Notes may
not be rescinded, and any Old Notes withdrawn will be deemed not validly
tendered thereafter for purposes of the Exchange Offer. However, properly
withdrawn Old Notes may be tendered again at any time prior to the Expiration
Date by following the procedures for tendering not previously tendered Old Notes
described elsewhere herein.
If the Company is delayed in its acceptance for conversion and payment for
any Old Notes or is unable to accept for conversion or convert any Old Notes
pursuant to the Exchange Offer for any reason, then, without prejudice to the
Company's rights hereunder, tendered Old Notes may be retained by the Exchange
Agent on behalf of the Company and may not be withdrawn (subject to Rule
13e-4(f)(5) under the Exchange Act, which requires that the issuer making the
tender offer pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of a tender offer), except as
otherwise permitted hereby.
5. Partial Tenders (Not Applicable to Holders who tender by book-entry
transfer). Tenders of Securities will be accepted only in integral multiples of
$1,000 principal amount. The aggregate principal amount of all Securities
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If tenders of Securities are made with respect to less than
the entire principal amount of Securities delivered herewith, certificate(s) for
the principal amount of Securities not tendered will be issued and sent to the
registered holder, unless otherwise specified in the "Special Payment
Instructions" or "Special Delivery Instructions" boxes in this Letter of
Transmittal.
6. Signatures on Letter of Transmittal; Bond Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
Securities tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates representing such Securities without
alteration, enlargement or any other change whatsoever. If this Letter of
Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown on a security position listing as the owner of
the
Securities tendered hereby, the signature must correspond with the name shown on
the security position listing as the owner of the Securities.
If any Securities tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any Securities tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal, and any necessary accompanying documents, as there are
different registrations of such Securities.
If this Letter of Transmittal is signed by the registered holder of
Securities tendered hereby, no endorsements of such Securities or separate bond
powers are required, unless the New Notes are, or Securities not tendered or not
accepted for exchange, are to be issued in the name of a person other than the
registered holder(s), in which case the Securities tendered hereby must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Securities
(and with respect to a participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Securities, exactly as
the name(s) of the participant(s) appear(s) on such security position listing as
the owner of the Securities). Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Securities tendered hereby, the Securities must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
representing such Securities. Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any Securities or bond powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of such person's authority so to act must be submitted with this
Letter of Transmittal.
7. Transfer Taxes. Except as otherwise provided in this Instruction 7, the
Company will pay all transfer taxes with respect to the delivery and conversion
of Securities pursuant to the Exchange Offer. If, however, issuance of the New
Notes, or Securities not tendered or not accepted for exchange, are to be issued
in the name of a person other than the registered holder(s), the amount of any
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such other person must be
paid by such other person unless evidence satisfactory to the Company of the
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 7, it will not be necessary for transfer tax stamps to be
affixed to the Securities tendered hereby.
8. Special Payment and Delivery Instructions. If the New Notes with respect
to any Securities tendered hereby, or Securities not tendered or not accepted
for exchange, are to be issued in the name of a person other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Securities Tendered," the appropriate boxes in this Letter of
Transmittal must be completed. All Securities tendered by book-entry transfer
and not accepted for exchange will be returned by crediting the account at the
Book-Entry Transfer Facility designated above as the account from which such
Securities were delivered.
9. Taxpayer Identification Number. Each tendering holder is required to
provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN"), generally, the holders' social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify whether such person is subject
to backup withholding of federal income tax.
A holder must cross out item (Y) of Part 3 in the Certification box of
Substitute Form W-9 if such holder is subject to backup withholding. Failure to
provide information on the Substitute Form W-9 may subject the tendering holder
to 31% federal income tax backup withholding on the reportable payments made to
the holder or other payee with respect to Securities exchanged pursuant to the
Exchange Offer. The box in Part 1(b) of the form should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 1(b) is checked, the
Exchange Agent will hold 31% of all reportable payments until a TIN is provided
to the Exchange Agent. If a TIN is not provided to the Exchange Agent within 60
days, the Exchange Agent will pay over the retained amounts to the IRS as backup
withholding. Certain holders, such as corporations, are exempt from backup
withholding. An exempt holder should complete Part 1(a) showing the holder's
correct TIN, write "Exempt" in the box in Part 2 of Substitute Form W-9, and
sign and date the form.
10. Conflicts. In the event of any conflict between the terms of the
Prospectus and the terms of this Letter of Transmittal, the terms of the
Prospectus will control.
11. Mutilated, Lost, Stolen or Destroyed Securities. Any holder of
Securities, whose Securities have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the addresses indicated above for further
instructions.
12. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to the Exchange Agent at its address set forth below or from the
tendering registered holder's broker, dealer, commercial bank or trust company.
Additional copies of the Prospectus, this Letter of Transmittal, the Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the Exchange
Agent.
13. Determination of Validity. All questions as to the form of all
documents, the validity (including time of receipt) and acceptance of tenders of
the Old Notes will be
determined by the Company, in its sole discretion, the determination of which
shall be final and binding. Alternative, conditional or contingent tenders of
Old Notes will not be considered valid. The Company reserves the absolute right
to reject any or all tenders of Old Notes that are not in proper form or the
acceptance of which, in the Company's opinion, would be unlawful. The Company
also reserves the right to waive any defects, irregularities or conditions of
tender as to particular Old Notes. If the Company waives its right to reject a
defective tender of Old Notes, the holder will be entitled to the New 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. Any defect or irregularity in connection with tenders of Old Notes must
be cured within such time as the Company determines, unless waived by the
Company. Tenders of Old Notes shall not be deemed to have been made until all
defects and irregularities have been waived by the Company or cured. None of the
Company, the Exchange Agent or any other person will be under any duty to give
notice of any defects or irregularities in tenders of Old Notes, or will incur
any liability to holders for failure to give any such notice.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder whose tendered Securities are
accepted for exchange is required by law to provide the Exchange Agent (as
payer) with such holder's correct TIN on Substitute Form W-9 below. If such
holder is an individual, the TIN is his or her social security number. If the
Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and certain payments may be subject to
backup withholding.
Certain holders (including, among others, corporations) are not subject to
these backup withholding and reporting requirements. Exempt holders should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
statement, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any reportable payments made to the holder 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on reportable payments made with respect to
securities accepted for conversion pursuant to the Exchange Offer, the holder is
required to notify the Exchange Agent of such holder's correct TIN by completing
the form below, certifying that the TIN provided on the Substitute From W-9 is
correct (or that such holder is awaiting a TIN)
and that (a) such holder is exempt from backup withholding, (b) such holder has
not been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends or (c)
the Internal Revenue Service has notified such holder that such holder is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the holder of the
Securities tendered hereby. If the Securities are held in more than one name or
are not held in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
- --------------------------------------------------------------------------------------
| PAYOR'S NAME: U.S. TRUST COMPANY, N.A. |
|------------------------------------------------------------------------------------|
| | NAME/ADDRESS: |
| | |
| | |
| | |
| |----------------------------------------------------------|
| SUBSTITUTE | Part 1(a) -- PLEASE | TIN ______________________ |
| Form W-9 | PROVIDE YOUR TIN IN THE | |
| | BOX AT RIGHT AND CERTIFY | (Social Security Number or |
| | BY SIGNING AND DATING | Employer Identification |
| | BELOW | Number) |
| |----------------------------------------------------------|
| | Part 1(b) -- PLEASE CHECK THE BOX AT THE RIGHT IF YOU |
| | HAVE APPLIED FOR AND ARE AWAITING RECEIPT OF YOUR TIN |
| | OR INTEND TO APPLY FOR A TIN IN THE NEAR FUTURE |
| Department of | [ ] |
| the Treasury |----------------------------------------------------------|
| Internal | Part 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING |
| Revenue Service | PLEASE WRITE "EXEMPT" HERE |
| | |
| | (SEE INSTRUCTIONS ______________________________________ |
| | |
| |----------------------------------------------------------|
| | Part 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I |
| | CERTIFY THAT (X) The number shown on this form is my |
| Payor's Request for | correct TIN (or I am waiting for a number to be issued |
| Taxpayer Identification | to me), and (Y) I am not subject to backup withholding |
| Number ("TIN") | because: (a) I am exempt from backup withholding, or (b) |
| and Certification | 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 (c) the IRS has notified me that I am no longer |
| | subject to backup withholding. |
| | |
| | SIGNATURE _______________________ DATE _________________ |
- --------------------------------------------------------------------------------------
You must cross out Item (Y) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out Item (Y) of Part 3. (Also see Certification under
Specific Instructions in the enclosed Guidelines.)
[YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1(b)
OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE AWAITING
RECEIPT OF, YOUR TIN]
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or 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 Payor, 31 percent of all payments made to
me pursuant to this Offer shall be retained until I provide a Tax Identification
Number to the Payor and that, if I do not provide my Taxpayer Identification
Number within sixty (60) days, such retained amounts shall be remitted to the
IRS as backup withholding and 31 percent of all reportable payments made to me
thereafter will be withheld and remitted to the IRS until I provide a Taxpayer
Identification Number.
_____________________________________ _________________________________
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
The Exchange Agent for the Exchange Offer is:
U.S. TRUST COMPANY, N.A., EXCHANGE AGENT
By Hand up to 4:30 P.M. By Overnight Courier and by Hand after
U.S. Trust Company of California, N.A. 4:30 P.M.
c/o United States Trust U.S. Trust Company of California, N.A.
Company of New York c/o United States Trust
111 Broadway Company of New York
Lower Level 770 Broadway, 13th Floor
New York, New York 10006 New York, New York 10003
Attn: Corporate Trust and Agency Services Attn: Corporate Trust and Agency Services
By Facsimile:
U.S. Trust Company of California, N.A.
Fax: (212) 420-6155
Confirm by Telephone: (800) 225-2398
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code of
1986, as amended.)
Guidelines for Determining the Proper Taxpayer Identification Number ("TIN") to
Give the Payer--Social security numbers ("SSNs") have nine digits separated by
two hyphens: i.e. 000-00-0000. Employer identification numbers ("EINs") have
nine digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the payer.
You must enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number ("ITIN"). Enter it in the social
security number box. If you do not have an ITIN, see How To Get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN
or EIN. However, using your EIN may result in unnecessary notices to the person
requesting your TIN.
Give the NAME and Give the NAME and
SOCIAL SECURITY EMPLOYER IDENTIFI-
For this type of account: NUMBER of-- For this type of account: CATION NUMBER of--
- ---------------------------------------------------------------------------------------------------------------------------
1. Individual The individual 6. Sole Proprietorship The owner (3)
2. Two or more individuals The actual owner of the 7. A valid trust, estate, or Legal entity (4)
(joint account) account or, if combined pension trust
funds, the first individual on
the account (1)
3. Custodian account The minor (2) 8. Corporate The corporation
of a minor (Uniform
Gift to Minors Act)
4. a. The usual revocable The grantor-trustee (1) 9. Association, club, The organization
savings trust (grantor) religious, charitable,
is also trustee educational, or other
tax-exempt organization
b. So-called trust The actual owner (1) 10. Partnership The partnership
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner (3) 11. A broker or registered The broker or nominee
nominee
12. Account with the Department The public entity
of Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison) that
receives agricultural
program payments
- --------------
(1) List above the signature line and circle the name of the person whose
number you furnish
(2) List minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use your social security number or
employer identification number.
(4) List 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 above the signature line is listed when more than one name
appears in the registration, the number will be considered to be that of
the first name appearing in the registration.
2
Purpose of Form. -- A person who is required to file an information return with
the IRS must get your correct TIN to report, for example, income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. Use Form W-9 to give your correct TIN to the person requesting your
TIN and, when applicable, (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued), (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee.
Note: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form if it is substantially similar to Form W-9.
What Is Backup Withholding? -- Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.
If you give the requester your correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, payments you
receive will not be subject to backup withholding. Payments you receive will be
subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or
5. You do not certify your TIN.
Certain payees and payments are exempt from backup withholding and information
reporting. See below.
How To Get a TIN: If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5 from your local Social Security Administration office.
Get Form W-7 to apply for an ITIN or Form SS-4 to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800- TAX-FORM (1-800-829-3676).
If you do not have a TIN, check the box titled "Applied For" in the space for
the TIN, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.
Note: Checking the box titled "Applied For" on the form means that you have
already applied for a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W- 9, include your TIN,
sign and date the form, and give it to the requester.
Payees Exempt from Backup Withholding
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends.
If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your correct TIN in Part
I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.
The following is a list of payees exempt from backup with holding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except the payee listed in item (9). For broker transactions,
payees listed in (1) through (13) and a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject
to reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7). However,
a corporation (other than certain hospitals or extended care facilities) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) A corporation. (2) An organization exempt from tax under section 501(a), or
an IRA, or a custodial account under section 403(b)(7) if the account satisfies
the requirements of section 401(f)(2). (3) The United States or any of its
agencies or instrumentalities. (4) A state, the District of Columbia, a
possession of the United States, or any of their political subdivisions or
instrumentalities. (5) A foreign government or any of its political
subdivisions, agencies, or instrumentalities. (6) An international organization
or any of its agencies or instrumentalities. (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
listed in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664
or described in section 4947.
Payments Exempt from Backup Withholding
Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding include
the following:
o 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 TIN to the payer.
3
o Payments of tax-exempt interest (including exempt- interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid to you.
Other types of payments that generally are exempt from backup withholding
include:
o Wages
o Distributions from a pension, annuity, profit-sharing or stock bonus plan,
any IRA, or an owner-employee plan.
o Certain surrenders of life insurance contracts.
o Gambling winnings if withholding is required under section 3402(q).
However, if withholding is not required under section 3402(q), backup
withholding applies if the payee fails to furnish a TIN.
o Real estate transactions reportable under section 6045(e).
o Cancelled debts reportable under section 6050P.
o Distributions from a medical savings account and long- term care benefits.
o Fish purchases for cash reportable under section 6050R.
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, and their regulations.
Privacy Act Notice.--Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. 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 31% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.
Penalties
(1) Failure to Furnish TIN.--If you fail to furnish your TIN to a requester, 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 that results in no 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. (4) Misuse of TINS.--If the requester
discloses or uses TINs in violation of Federal law, the requester may be subject
to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
4