Exhibit 99.1
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
4.85% SENIOR NOTES DUE 2010 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 FOR ANY AND ALL
OUTSTANDING 4.85% SENIOR NOTES DUE 2010
OF
METTLER-TOLEDO INTERNATIONAL INC.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON [ ] (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY METTLER-TOLEDO INTERNATIONAL INC.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
JPMORGAN CHASE BANK
(Registered or Certified Mail is Facsimile Transmission:
Recommended) (for eligible institutions only)
ITS Bond Events (214) 468 6494
P.O. Box 2320
Dallas, TX 75221 Confirm by Telephone:
Attn: Frank Ivins (214) 468 6464
By Hand/Overnight Delivery:
ITS Bond Events
2001 Bryan Street, 9th Floor
Dallas, TX 75201
Attn: Frank Ivins
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated
, 2004 (the "Prospectus"), of Mettler-Toledo International
Inc. ("Mettler-Toledo"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe Mettler-Toledo's offer (the
"Exchange Offer") to exchange its 4.85% Senior Notes due 2010 (the
"Exchange Securities"), which have been registered under the Securities
Act, for each of its outstanding 4.85% Senior Notes due 2010 (the
"Outstanding Securities") from the holders thereof.
The terms of the Exchange Securities are identical in all material
respects (including principal amount, interest rate and maturity) to the
terms of the Outstanding Securities for which they may be exchanged
pursuant to the Exchange Offer, except that the Exchange Securities are
freely transferable by holders thereof (except as provided herein or in the
Prospectus).
Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
The undersigned has checked the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Outstanding Securities to which this Letter of
Transmittal relates. If the space provided below is inadequate, the
certificate numbers and aggregate principal amounts should be listed on a
separate signed schedule affixed hereto.
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DESCRIPTION OF NOTES
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* AMOUNT REPRESENTED** TENDERED**
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TOTAL PRINCIPAL AMOUNT OF NOTES
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<FN>
* Need not be completed by holders delivering by book-entry transfer (see below).
** Outstanding Securities may be tendered in whole or in part in denominations of U.S.$1,000 and integral multiples
thereof. All Outstanding Securities held shall be deemed tendered unless a lesser number is specified in column 4.
See instruction 4.
</FN>
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Holders of Outstanding Securities whose Outstanding Securities are not
immediately available or who cannot deliver all other required documents to
the Exchange Agent on or prior to the Expiration Date or who cannot
complete the procedures for book-entry transfer on a timely basis, must
tender their Outstanding Securities according to the guaranteed delivery
procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes
of this Letter of Transmittal means any person in whose name Outstanding
Securities are registered or any other person who has obtained a properly
completed bond power from the registered holder or any person whose
Outstanding Securities are held of record by The Depository Trust Company
("DTC").
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THE BOXES BELOW.
|_| CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING SECURITIES ARE
ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number with DTC:
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Transaction Code Number:
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|_| CHECK HERE IF YOU TENDERED BY BOOK-ENTRY TRANSFER AND DESIRE ANY
NON-EXCHANGED NOTES TO BE RETURNED TO YOU BY CREDITING THE BOOK-ENTRY
TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 1)
|_| To be completed only if tendered notes are being delivered pursuant to
a notice of guaranteed delivery previously sent to the exchange agent.
Complete the following (please enclose a photocopy of such notice of
guaranteed delivery):
Name of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of the 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:
Name of Tendering Institution:
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Account Number at DTC:
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Transaction Code Number:
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BROKER-DEALER STATUS
|_| Check here if you are a broker-dealer that acquired your tendered
notes for your own account as a result of market making or other
trading activities and wish to receive 10 additional copies of the
Prospectus and any amendments or supplements thereto.
Name:
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Address:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to Mettler-Toledo the principal amount of
the Outstanding Securities indicated above. Subject to, and effective upon,
the acceptance for exchange of all or any portion of the Outstanding
Securities tendered herewith in accordance with the terms and conditions of
the Exchange Offer (including, if the Exchange Offer is extended or
amended, the terms and conditions of any such extension or amendment), the
undersigned hereby exchanges, assigns and transfers to, or upon the order
of, Mettler-Toledo all right, title and interest in and to such Outstanding
Securities as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of Mettler-Toledo and as
Trustee under the Indenture for the Outstanding Securities and the Exchange
Securities) to cause the Outstanding Securities to be assigned, transferred
and exchanged.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Outstanding
Securities and to acquire Exchange Securities issuable upon the exchange of
such tendered Outstanding Securities, and that, when the same are accepted
for exchange, Mettler-Toledo will acquire good and unencumbered title to
the tendered Outstanding Securities, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute
and deliver any additional documents deemed by the Exchange Agent or
Mettler-Toledo to be necessary or desirable to complete the exchange,
assignment and transfer of the tendered Outstanding Securities or transfer
ownership of such Outstanding Securities on the account books maintained by
the book-entry transfer facility. The undersigned further agrees that
acceptance of any and all validly tendered Outstanding Securities by
Mettler-Toledo and the issuance of Exchange Securities in exchange therefor
shall constitute performance in full by Mettler-Toledo of its obligations
under the Registration Rights Agreement, dated as of November 12, 2003,
among Mettler-Toledo, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and the Initial Purchasers named in Schedule I thereto (the "Registration
Rights Agreement"), and that Mettler-Toledo shall have no further
obligations or liabilities thereunder. The undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has
read and agrees to all terms of the Exchange Offer.
The Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Exchange Offer--Conditions to the
exchange offer." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by Mettler-Toledo),
as more particularly set forth in the Prospectus, Mettler-Toledo may not be
required to exchange any of the Outstanding Securities tendered hereby and,
in such event, the Outstanding Securities not exchanged will be returned to
the undersigned at the address shown above, promptly following the
expiration or termination of the Exchange Offer. In addition,
Mettler-Toledo may amend the Exchange Offer at any time prior to the
Expiration Date if any of the conditions set forth under "The Exchange
Offer--Conditions to the exchange offer" occur.
The undersigned understands that tenders of Outstanding Securities
pursuant to any one of the procedures described in the Prospectus and in
the instructions attached hereto will, upon Mettler-Toledo's acceptance for
exchange of such tendered Outstanding Securities, constitute a binding
agreement between the undersigned and Mettler-Toledo upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under circumstances set forth in the Prospectus, Mettler-Toledo may
not be required to accept for exchange any of the Outstanding Securities.
By tendering Outstanding Securities and executing this Letter of
Transmittal, the undersigned represents that (1) the Exchange Securities
acquired pursuant to the exchange offer are being acquired in the ordinary
course of business of the undersigned, (2) the undersigned is not engaging
in and does not intend to engage in a distribution of the Exchange
Securities, (3) the undersigned does not have an arrangement or
understanding with any person to participate in the distribution of such
Exchange Securities, (4) the undersigned is not an "affiliate" of
Mettler-Toledo within the meaning of Rule 405 under the Securities Act of
1933, as amended, and (5) the undersigned is not acting on behalf of any
person who could not truthfully make the foregoing representations. If the
undersigned is a broker-dealer holding Outstanding Securities acquired for
its own account as a result of market-making activities or other trading
activities, it will deliver a Prospectus meeting the requirements of the
Securities Act 1933, as amended in connection with any resale of Exchange
Securities received in respect of such Outstanding Securities pursuant to
the Exchange Offer. By acknowledging that it will deliver and by delivering
a prospectus meeting the requirements of the Securities Act in connection
with any resale of such Exchange Securities, the undersigned is not deemed
to admit that it is an "underwriter" within the meaning of the Securities
Act. If the undersigned is a person in the United Kingdom, the undersigned
represents that its ordinary activities involve it in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of its business.
Any holder of Outstanding Securities using the Exchange Offer to
participate in a distribution of the Exchange Securities (i) cannot rely on
the position of the staff of the Securities and Exchange Commission
enunciated in its interpretive letter with respect to Exxon Capital
Holdings Corporation (available April 13, 1989) or similar interpretive
letters and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Tendered
Outstanding Securities may be withdrawn at any time prior to the Expiration
Date in accordance with the terms of this Letter of Transmittal. Except as
stated in the Prospectus, this tender is irrevocable.
Certificates for all Exchange Securities delivered in exchange for
tendered Outstanding Securities and any Outstanding Securities delivered
herewith but not exchanged, and registered in the name of the undersigned,
shall be delivered to the undersigned at the address shown below the
signature of the undersigned.
The undersigned, by completing the box entitled "Description of
Outstanding Securities Tendered Herewith" above and signing this letter,
will be deemed to have tendered the Outstanding Securities as set forth in
such box.
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PLEASE SIGN HERE
(To Be Completed By All Tendering Holders of
Outstanding Securities Regardless of Whether Notes
Are Being Physically Delivered Herewith, unless an Agent's Message
Is Delivered in Connection with a Book-Entry Transfer of Such Notes)
This Letter of Transmittal must be signed by the registered holder(s) of
Outstanding Securities exactly as their name(s) appear(s) on certificate(s)
for Outstanding Securities or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If the signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer
or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below under "Capacity" and
submit evidence satisfactory to the exchange agent of such person's
authority to so act. See Instruction 5 below.
If the signature appearing below is not of the registered holder(s) of
the Outstanding Securities, then the registered holder(s) must sign a valid
power of attorney.
X
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X
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Signature(s) of Holder(s) or Authorized Signatory
Dated , 2004
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Name(s)
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Capacity
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Address
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(Including Zip Code)
Area Code and Telephone No.
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PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (If required - see Instructions 2 and 5 below)
Certain Signatures Must be Guaranteed by a Signature Guarantor
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(Name of Signature Guarantor Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code)
of Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Dated , 2004
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if certificates for Outstanding
Securities in a principal amount not tendered are to be issued
in the name of, or Exchange Securities issued pursuant to the
exchange offer are to be issued in the name of, someone other
than the person or persons whose name(s) appear(s) within this
Letter of Transmittal or issued to an address different from
that shown in the box entitled "Description of Notes" within
this Letter of Transmittal.
Issue: o Exchange Securities o Outstanding Securities
(Complete as applicable)
NAME
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(PLEASE PRINT)
ADDRESS
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(PLEASE PRINT)
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(ZIP CODE)
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TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Outstanding Securities not tendered, but represented by
certificates tendered by this Letter of Transmittal, by
book-entry transfer to:
o The Depository Trust Company
o
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Account Number
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Credit Exchange Securities issued pursuant to the exchange offer
by book-entry transfer to:
o The Depository Trust Company
o
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Account Number
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if certificates for Outstanding Securities in
a principal amount not tendered, or Exchange Securities, are to be
sent to someone other than the person or persons whose name(s)
appear(s) within this Letter of Transmittal to an address
different from that shown in the box entitled "Description of
Notes" within this Letter of Transmittal.
Deliver: o Exchange Securities o Outstanding Securities
(Complete as applicable)
NAME
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(PLEASE PRINT)
ADDRESS
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(PLEASE PRINT)
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(ZIP CODE)
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Is this a permanent address change?
o Yes o No (check one box)
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES. This Letter of
Transmittal is to be completed by holders of Outstanding Notes if
certificates representing such notes are to be forwarded herewith, or,
unless an agent's message is utilized, if delivery of such certificates is
to be made by book-entry transfer to the account maintained by DTC,
pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer--How to tender notes for exchange." For a holder to properly tender
notes pursuant to the exchange offer, a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof),
together with any signature guarantees and any other documents required by
these Instructions, or a properly transmitted agent's message in the case
of a book entry transfer, must be received by the Exchange Agent at its
address set forth herein on or prior to the expiration date, and either (1)
certificates representing such notes must be received by the exchange agent
at its address, or (2) such notes must be transferred pursuant to the
procedures for book-entry transfer described in the Prospectus under "The
Exchange Offer--Book entry transfer" and a book-entry confirmation must be
received by the exchange agent on or prior to the expiration date. A holder
who desires to tender notes and who cannot comply with procedures set forth
herein for tender on a timely basis or whose notes are not immediately
available must comply with the guaranteed delivery procedures discussed
below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING
SECURITIES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND SOLE RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, HOLDERS
SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS
SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION OF THE EXCHANGE OFFER. HOLDERS MAY REQUEST THEIR
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE
TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY NOTE, LETTER OF
TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO METTLER-TOLEDO.
If a holder desires to tender notes pursuant to the exchange offer and
(1) certificates representing such notes are not immediately available, (2)
time will not permit such holder's Letter of Transmittal, certificates
representing such notes or other required documents to reach the exchange
agent on or prior to the expiration date, or (3) the procedures for
book-entry transfer (including delivery of an agent's message) cannot be
completed on or prior to the expiration date, such holder may nevertheless
tender such notes with the effect that such tender will be deemed to have
been received on or prior to the expiration date if the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed delivery procedures" are followed. Pursuant to such
procedures, (1) the tender must be made by or through an eligible guarantor
institution (as defined in Instruction 2 below), (2) a properly completed
and duly executed notice of guaranteed delivery, substantially in the form
provided by Mettler-Toledo herewith, or an agent's message with respect to
a guaranteed delivery that is accepted by Mettler-Toledo, must be received
by the exchange agent on or prior to the expiration date, and (3) the
certificates for the tendered notes, in proper form for transfer (or a
book-entry confirmation of the transfer of such notes into the exchange
agent's account at DTC as described in the Prospectus) together with a
Letter of Transmittal (or manually signed facsimile thereof) properly
completed and duly executed, with any required signature guarantees and any
other documents required by the Letter of Transmittal, or a properly
transmitted agent's message, must be received by the exchange agent within
three New York Stock Exchange, Inc. trading days after the execution of the
notice of guaranteed delivery.
Upon request to the exchange agent, a notice of guaranteed delivery
will be sent to holders who wish to tender their Outstanding Securities
according to the guaranteed delivery procedures set forth above.
2. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
or a notice of withdrawal must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an
office or correspondent in the United States or by an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (banks; brokers and dealers;
credit unions; national securities exchanges; registered securities
associations; learning agencies; and savings associations) unless the notes
tendered hereby are tendered (1) by a registered holder of notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such notes) who has not completed any of the boxes entitled
"Special Issuance Instructions" or "Special Delivery Instructions," on the
Letter of Transmittal, or (2) for the account of an "eligible guarantor
institution." If the notes are registered in the name of a person other
than the signer of the Letter of Transmittal or if notes not tendered are
to be returned to, or are to be issued to the order of, a person other than
the registered holder or if notes not tendered are to be sent to someone
other than the registered holder, then the signature on this Letter of
Transmittal accompanying the tendered notes must be guaranteed as described
above. Beneficial owners whose notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender notes. See "The Exchange Offer--How to
tender notes for exchange," in the Prospectus.
3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the
Prospectus, tenders of notes may be withdrawn at any time on or prior to
the expiration date. For a withdrawal of tendered notes to be effective, a
written or facsimile transmission notice of withdrawal must be received by
the exchange agent on or prior to the expiration date at its address set
forth on the cover of this Letter of Transmittal. Any such notice of
withdrawal must (1) specify the name of the person who tendered the notes
to be withdrawn, (2) identify the notes to be withdrawn, including the
certificate number or numbers shown on the particular certificates
evidencing such notes (unless such notes were tendered by book-entry
transfer) and the aggregate principal amount represented by such notes, and
(3) be signed by the holder of such notes in the same manner as the
original signature on the Letter of Transmittal by which such notes were
tendered (including any required signature guarantees), or be accompanied
by (i) documents of transfer sufficient to have the trustee register the
transfer of the notes into the name of the person withdrawing such notes,
and (ii) a properly completed irrevocable proxy authorizing such person to
effect such withdrawal on behalf of such holder. If the notes to be
withdrawn have been delivered or otherwise identified to the exchange
agent, a signed notice of withdrawal is effective immediately upon written
or facsimile notice of such withdrawal even if physical release is not yet
effected.
Any permitted withdrawal of notes may not be rescinded. Any notes
properly withdrawn will thereafter be deemed not validly tendered for
purposes of the exchange offer. However, properly withdrawn notes may be
retendered by following one of the procedures described in the Prospectus
under the caption "The Exchange Offer -- How to tender notes for exchange"
at any time prior to the expiration date.
4. PARTIAL TENDERS. Tenders of notes pursuant to the exchange offer
will be accepted only in principal amounts equal to U.S.$1,000 or integral
multiples of U.S.$1,000. If less than the entire principal amount of any
notes evidenced by a submitted certificate is tendered, the tendering
holder must fill in the principal amount tendered in the last column of the
box entitled "Description of Notes" herein. The entire principal amount
represented by the certificates for all notes delivered to the exchange
agent will be deemed to have been tendered unless otherwise indicated. If
the entire principal amount of all notes held by the holder is not
tendered, certificates for the principal amount of notes not tendered and
Exchange Securities issued in exchange for any notes tendered and accepted
will be sent (or, if tendered by book-entry transfer, returned by credit to
the account at DTC designated herein) to the holder unless otherwise
provided in the appropriate box on this Letter of Transmittal (see
Instruction 6), as soon as practicable following the expiration date.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is
signed by the registered holder(s) of the Outstanding Securities tendered
hereby, the signature must correspond with the name(s) as written on the
face of certificates without alteration, enlargement or change whatsoever.
If this Letter of Transmittal is signed by a participant in DTC whose name
is shown as the owner of the notes tendered hereby, the signature must
correspond with the name shown on the security position listing the owner
of the notes.
If any of the notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered notes are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many copies of this
Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal is signed by the holder, and the
certificates for any principal amount of notes not tendered are to be
issued (or if any principal amount of notes that is not tendered is to be
reissued or returned) to or, if tendered by book-entry transfer, credited
to the account of DTC of the registered holder, and Exchange Securities
exchanged for Outstanding Securities in connection with the exchange offer
are to be issued to the order of the registered holder, then the registered
holder need not endorse any certificates for tendered notes nor provide a
separate bond power. In any other case (including if this Letter of
Transmittal is not signed by the registered holder), the registered holder
must either properly endorse the certificates for notes tendered or
transmit a separate properly completed bond power with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such notes, and, with respect to a
participant in DTC whose name appears on a security position listing as the
owner of notes, exactly as the name(s) of the participant(s) appear(s) on
such security position listing), with the signature on the endorsement or
bond power guaranteed by a signature guarantor or an eligible guarantor
institution, unless such certificates or bond powers are executed by an
eligible guarantor institution. See Instruction 2.
Endorsements on certificates for notes and signatures on bond powers
provided in accordance with this Instruction 5 by registered holders not
executing this Letter of Transmittal must be guaranteed by an eligible
institution. See Instruction 2.
If this Letter of Transmittal or any certificates representing notes
or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in
a fiduciary or representative capacity, such persons should so indicate
when signing, and proper evidence satisfactory to the exchange agent of
their authority so to act must be submitted with this Letter of
Transmittal.
6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering
holders should indicate in the applicable box or boxes the name and address
to which notes for principal amounts not tendered or Exchange Securities
exchanged for Outstanding Securities in connection with the exchange offer
are to be issued or sent, if different from the name and address of the
holder signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer-identification number of the person named must
also be indicated. If no instructions are given, notes not tendered will be
returned to the registered holder of the notes tendered. For holders of
notes tendered by book-entry transfer, notes not tendered will be returned
by crediting the account at DTC designated above.
7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Each
tendering holder is required to provide the exchange agent with its correct
taxpayer identification number, which, in the case of a holder who is an
individual, is his or her social security number. If the exchange agent is
not provided with the correct taxpayer identification number, the holder
may be subject to backup withholding and a U.S.$50 penalty imposed by the
Internal Revenue Service. If withholding results in an over-payment of
taxes, a refund may be obtained. Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on substitute Form W-9"
for additional instructions.
To prevent backup withholding, each holder tendering Outstanding
Securities must provide such holder's correct taxpayer identification
number by completing the Substitute Form W-9, certifying that the taxpayer
identification number provided is correct (or that such holder is awaiting
a taxpayer identification number), that (i) the holder has not been
notified by the Internal Revenue Service that such holder is subject to
backup withholding as a result of failure to report all interest or
dividends or (ii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding, and that such
holder is a U.S. person (including a U.S. resident alien). If the
outstanding notes are registered in more than one name or are not in the
name of the actual owner, consult the "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for information on
which tax payer identification number to report.
Mettler-Toledo reserves the right in its sole discretion to take
whatever steps are necessary to comply with its obligation regarding backup
withholding.
8. TRANSFER TAXES. Mettler-Toledo will pay all transfer taxes, if any,
required to be paid by Mettler-Toledo in connection with the exchange of
the Outstanding Securities for the Exchange Securities. If, however,
Exchange Securities, or Outstanding Securities for principal amounts not
tendered or accepted for exchange, are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Outstanding Securities tendered, or if a transfer tax is imposed for any
reason other than the exchange of the Outstanding Securities in connection
with the exchange offer, then the amount of any transfer tax (whether
imposed on the registered holder or any other persons) will be payable by
the tendering holder. If satisfactory evidence of payment of the transfer
taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to
the tendering holder.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING SECURITIES. Any
holder whose Exchange Securities have been mutilated, lost, stolen or
destroyed should contact the exchange agent at the address indicated above
for further instructions.
10. IRREGULARITIES. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of any tenders of
notes pursuant to the procedures described in the Prospectus and the form
and validity of all documents will be determined by Mettler-Toledo, in its
sole discretion, which determination shall be final and binding on all
parties. Mettler-Toledo reserves the absolute right, in its sole
discretion, to reject any or all tenders of any notes determined by it not
to be in proper form or the acceptance of which may, in the opinion of
Mettler-Toledo's counsel, be unlawful. Mettler-Toledo also reserves the
absolute right, in its sole discretion, to waive or amend any of the
conditions of the exchange offer or to waive any defect or irregularity in
the tender of any particular notes, whether or not similar defects or
irregularities are waived in the case of other tenders. Mettler-Toledo's
interpretations of the terms and conditions of the exchange offer
(including, without limitation, the instructions in this Letter of
Transmittal) shall be final and binding. No alternative, conditional or
contingent tenders will be accepted. Unless waived, any irregularities in
connection with tenders must be cured within such time as Mettler-Toledo
shall determine. None of Mettler-Toledo, the exchange agent or any other
person will be under any duty to give notification of any defects or
irregularities in such tenders or will incur any liability to holders for
failure to give such notification. Tenders of such notes shall not be
deemed to have been made until such irregularities have been cured or
waived. Any notes received by the exchange agent that are not properly
tendered and as to which the irregularities have not been cured or waived
will be returned by the exchange agent to the tendering holders, unless
such holders have otherwise provided herein, promptly following the
expiration date.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating
to the procedure for tendering, as well as requests for assistance or
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the exchange agent at the address and telephone number set
forth above. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the exchange
offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OUTSTANDING SECURITIES AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE
EXPIRATION DATE.
PAYER'S NAME: THE BANK OF NEW YORK
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT Social Security Number(s)
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. OR
Employer Identification Number(s)
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DEPARTMENT OF THE TREASURY PART 2--CERTIFICATION -- Under Penalties of Perjury, I PART 3--
certify that:
Awaiting TIN o
INTERNAL REVENUE SERVICE (1) The number shown on this form is my correct
taxpayer identification number (or I am waiting
for a number to be issued to me), and
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN") (2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, (b) 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, and
(3) I am a U.S. person (including a U.S. resident
alien).
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that
you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE DATE , 2004
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NAME (please print)
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
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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 (1) 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 (2) I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable cash payments made to me
thereafter will be withheld until I provide a taxpayer identification number to the payer and that, if I do not provide my
taxpayer identification number within sixty days, such retained amounts shall be remitted to the IRS as backup withholding.
SIGNATURE DATE , 2004
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NAME (please print)
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 28 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.