LETTER OF TRANSMITTAL
OFFER TO EXCHANGE REGISTERED
9 1/2% FIRST MORTGAGE NOTES DUE 2008 FOR OUTSTANDING
UNREGISTERED 9 1/2% FIRST MORTGAGE NOTES DUE 2008
(PURSUANT TO THE PROSPECTUS DATED , 1998)
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1998, UNLESS THE OFFER IS EXTENDED BY THE COMPANY.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
First National Bank of Commerce
In New York: By Hand By Registered or
Delivery/Overnight Certified Mail:
Delivery:
First National Bank of First National Bank of First National Bank of
Commerce Commerce Commerce
c/o First Chicago Trust Corporate Trust Services Corporate Trust Services
Company Department Department
14 Wall Street, 8th 210 Baronne Street, P.O. Box 60030
Floor, Suite 4607 Basement Level New Orleans, Louisiana
New York, New York 10002 New Orleans, Louisiana 70160-0030
70112 Attn: Teri Lucas
Attn: Teri Lucas
Via Facsimile:
(504) 623-1095
Confirm by telephone:
(504) 623-7579
For Information Call:
(504) 623-1640
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received the Prospectus,
dated , 1998 (the "Prospectus"), of Bayou Steel Corporation, a Delaware
corporation (the "Company"), and this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $110 million 9 1/2% First Mortgage Notes due 2008
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act") of the Company for a like principal
amount of the issued and outstanding 9 1/2% First Mortgage Notes due 2008 (the
"Old First Mortgage Notes") of the Company from the holders thereof.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old First
Mortgage Notes either if Old First Mortgage Notes are to be forwarded herewith
or if tenders of Old First Mortgage Notes are to be made by book-entry
transfer to an account maintained by First National Bank of Commerce (the
"Exchange Agent") at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC") pursuant to the procedures set forth in "The Exchange
Offer--Exchange Offer Procedures" section of the Prospectus.
Holders of Old First Mortgage Notes whose certificates (the "Certificates")
for such Old First Mortgage Notes are not immediately available or who cannot
deliver their Certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date (as defined in the Prospectus) or who
cannot complete the procedures for book-entry transfer on a timely basis, must
tender their Old First Mortgage Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Exchange Offer Procedures--
Guaranteed Delivery Procedures" section of the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the Old First Mortgage Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amount on a separate signed schedule and affix the list to this
Letter of Transmittal.
DESCRIPTION OF OLD FIRST MORTGAGE NOTES TENDERED
NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S) AS
(IT/THEY) APPEAR(S) ON THE
9 1/2% FIRST MORTGAGE NOTES
DUE 2008
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CERTIFICATE NUMBERS AGGREGATE PRINCIPAL PRINCIPAL
OF OLD FIRST AMOUNT REPRESENTED BY AMOUNT
MORTGAGE NOTES* OLD FIRST MORTGAGE NOTES TENDERED
-----------------------------------------------------
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-----------------------------------------------------
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TOTAL PRINCIPAL
AMOUNT OF OLD FIRST
MORTGAGE
NOTES TENDERED**
- ---------------------------------------------------------------------------------------
(If additional space is required, attach a continuation sheet in substantially
the above form.)
- ---------------------------------------------------------------------------------------
* Need not be completed if Old First Mortgage Notes are being tendered by
book-entry holders.
** Unless otherwise indicated in the column, a holder will be deemed to have
tendered all Old First Mortgage Notes represented by the Old First Mortgage
Notes indicated in Column 2. See Instruction 4.
2
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED OLD FIRST MORTGAGE NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: __________________________________________
Account Number: _________________________________________________________
Transaction code Number: ________________________________________________
[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED OLD FIRST MORTGAGE NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________
Name of Institution which Guaranteed Delivery: __________________________
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK ENTRY TRANSFER:
Name of Tendering Institution: __________________________________________
Account Number: _________________________________________________________
Transaction Code Number: ________________________________________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD FIRST
MORTGAGE NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER
FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
3
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above described aggregate
principal amount of the Company's 9 1/2% First Mortgage Notes due 2008 (the
"Old First Mortgage Notes") in exchange for a like aggregate principal amount
of the Company's 9 1/2% First Mortgage Notes due 2008 (the "Exchange Notes")
which have been registered under the Securities Act upon the terms and subject
to the conditions set forth in the Prospectus dated , 1998 (as the same
may be amended or supplemented from time to time, the "Prospectus"), receipt
of which is acknowledged, and in this Letter of Transmittal (which, together
with the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old First Mortgage Notes 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 the Company all right, title and interest in and to such Old
First Mortgage Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting
as agent of the Company in connection with the Exchange Offer) with respect to
the tendered Old First Mortgage Notes, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) subject only to the right of withdrawal described in the Prospectus,
to (i) deliver Certificates for Old First Mortgage Notes to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Old First Mortgage Notes, (ii) present Certificates for such Old First
Mortgage Notes for transfer, and to transfer the Old First Mortgage Notes on
the books of the Company, and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such Old
First Mortgage Notes, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
FIRST MORTGAGE NOTES TENDERED HEREBY, AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE OLD FIRST MORTGAGE NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT
TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER
OF THE OLD FIRST MORTGAGE NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL
COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old First
Mortgage Notes tendered hereby should be printed above, if they are not
already set forth above, as they appear on the Certificates representing such
Old First Mortgage Notes. The Certificate number(s) and the Old First Mortgage
Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If any tendered Old First Mortgage Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Old
First Mortgage Notes than are tendered or accepted for exchange, Certificates
for such nonexchanged or nontendered Old First Mortgage Notes
4
will be returned (or, in the case of Old First Mortgage Notes tendered by
book-entry transfer, such Old First Mortgage Notes will be credited to an
account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old First Mortgage Notes
pursuant to any one of the procedures described in "The Exchange Offer--
Exchange Offer Procedures" section of the Prospectus and in the instructions,
attached hereto will, upon the Company's acceptance for exchange of such
tendered Old First Mortgage Notes, constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Exchange Offer. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, the Company may not be required to
accept for exchange any of the Old First Mortgage Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old First Mortgage Notes, that such Exchange Notes be credited to
the account indicated above maintained at DTC. If applicable, substitute
Certificates representing Old First Mortgage Notes not exchanged or not
accepted for exchange will be issued to the undersigned or, in the case of a
book-entry transfer of Old First Mortgage Notes, will be credited to the
account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please deliver Exchange Notes
to the undersigned at the address shown below the undersigned's signature.
BY TENDERING OLD FIRST MORTGAGE NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY, (II) ANY EXCHANGE NOTES TO
BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF
ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND
(IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED
IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF SUCH EXCHANGE NOTES. BY TENDERING OLD FIRST MORTGAGE
NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL,
A HOLDER OF OLD FIRST MORTGAGE NOTES WHICH IS A BROKER-DEALER REPRESENTS AND
AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF
THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION
TO THIRD PARTIES, THAT (A) SUCH OLD FIRST MORTGAGE NOTES HELD BY THE BROKER-
DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD FIRST MORTGAGE NOTES WERE
ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET
MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE
PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH
EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY AN EXCHANGING DEALER (AS
DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN
EXCHANGE FOR OLD FIRST MORTGAGE NOTES, WHERE SUCH OLD FIRST MORTGAGE NOTES
WERE ACQUIRED BY SUCH EXCHANGING DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
5
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 180
DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH
EXCHANGE NOTES HAVE BEEN DISPOSED OF BY SUCH EXCHANGING DEALER. IN THAT
REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD FIRST MORTGAGE NOTES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (AN
"EXCHANGING DEALER"), BY TENDERING SUCH OLD FIRST MORTGAGE NOTES AND EXECUTING
THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE
COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH
MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS
UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE
A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, SUCH EXCHANGING
DEALER WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS
UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAVE FURNISHED COPIES OF THE AMENDED OR
SUPPLEMENTED PROSPECTUS TO THE EXCHANGING DEALER OR THE COMPANY HAS GIVEN
NOTICE THAT THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE EXCHANGE NOTES,
THEY SHALL EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING WHICH EXCHANGING
DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF
EXCHANGE NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE
DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN EXCHANGING
DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS
NECESSARY TO PERMIT RESALES OF THE EXCHANGE NOTES OR TO AND INCLUDING THE DATE
ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE NOTES MAY BE
RESUMED, AS THE CASE MAY BE.
Holders of Old First Mortgage Notes whose Old First Mortgage Notes are
accepted for exchange will not receive accrued interest on such Old First
Mortgage Notes for any period from and after the last Interest Payment Date to
which interest has been paid or duly provided for on such Old First Mortgage
Notes prior to the Old First Mortgage issue date of the Exchange Notes or, if
no such interest has been paid or duly provided for, will not receive any
accrued interest on such Old First Mortgage Notes, and the undersigned waives
the right to receive any interest on such Old First Mortgage Notes accrued
from and after such Interest Payment Date or, if no such interest has been
paid or duly provided for, from and after May 22, 1998.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old First Mortgage Notes tendered hereby.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD FIRST
MORTGAGE NOTES TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE OLD FIRST MORTGAGE NOTES AS SET FORTH IN SUCH BOX.
6
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE )
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old First Mortgage Notes hereby tendered or on the
register of holders maintained by the Company, or by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted herewith (including such opinions of counsel, certifications and
other information as may be required by the Company or the Trustee for the
Old First Mortgage Notes to comply with the restrictions on transfer
applicable to the Old First Mortgage Notes). If signature is by an attorney-
in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.
-----------------------------------------------------------------------------
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(Signature(s) of Holder(s))
Date: , 1998
Name(s): ____________________________________________________________________
-----------------------------------------------------------------------------
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(Please Print)
Capacity (full title): ______________________________________________________
Address: ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _____________________________________________
(Tax Identification or Social Security Number(s)): __________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
-----------------------------------------------------------------------------
(Authorized Signature)
Date: , 199
Name of Firm: _______________________________________________________________
Capacity (full title): ______________________________________________________
(Please Print)
Address: ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _____________________________________________
7
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Old To be completed ONLY if the
First Mortgage Notes in a principal Exchange Notes are to be issued or
amount not tendered, or Exchange sent to someone other than the
Notes issued in exchange for Old undersigned or to the undersigned
First Mortgage Notes accepted for at an address other than as
exchange, are to be issued in the indicated above.
name of someone other than the
undersigned, or (ii) if Old First [_] Mail [_] Issue (check
Mortgage Notes tendered by book- appropriate boxes) certificates to:
entry transfer which are not
exchanged are to be returned by Name: ______________________________
credit to an account maintained at (Type or Print)
the Book-entry Transfer Facility.
Issue Exchange Notes and/or Old Address: ___________________________
First Mortgage Notes to:
------------------------------------
Name: ______________________________ (Zip
(Type or Print) Code)
Address: ___________________________ ------------------------------------
(Tax Identification or Social
Security Number)
------------------------------------
(Zip Code)
------------------------------------
(Tax Identification or Social
Security Number)
(COMPLETE SUBSTITUTE FORM W-9)
Credit nonexchanged Old First
Mortgage Notes delivered by book-
entry transfer to the Book-Entry
Transfer Facility set forth below:
Book-Entry Transfer Facility
Account Number:
------------------------------------
SPECIAL BROKER-DEALER INSTRUCTIONS
[_]Check here if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements
thereto.
Name: ____________________________________________________________________
Address: _________________________________________________________________
--------------------------------------------------------------------------
(Zip Code)
If the undersigned is not a broker-dealer, the undersigned represents that it
is engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Old First Mortgage Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by delivering
a prospectus, the undersigned will not be deemed to admit it is an
"underwriter" within the meaning of the Securities Act.
8
INSTRUCTIONS FORMING PART OF THE TERMS
AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Exchange Offer Procedures" in the Prospectus. In order to
tender Old First Mortgage Notes, Certificates, or timely confirmation of a
book-entry transfer of such Old First Mortgage Notes into the Exchange Agent's
account at DTC, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
the Expiration Date.
Holders who wish to tender their Old First Mortgage Notes and (i) whose Old
First Mortgage Notes are not immediately available or (ii) who cannot deliver
their Old First Mortgage Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
(iii) who cannot complete the procedures for delivery by book-entry transfer
on a timely basis, may tender their Old First Mortgage Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Exchange
Offer Procedures--Guaranteed Delivery Procedures" in the Prospectus. Pursuant
to such procedures: (i) such tender must be made by or through an Eligible
Institution (as defined below); (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Company, must be received by the Exchange Agent on or prior to the Expiration
Date; and (iii) the Certificates (or a book-entry confirmation (as defined in
the Prospectus)) representing all tendered Old First Mortgage Notes may be
tendered in whole or in part, in proper form for transfer, together with a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange, Inc. trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Exchange Offer Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such notice. For Old First
Mortgage Notes to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on
or prior to the Expiration Date. As used herein and in the Prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance
of such tender.
9
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in
DTC whose name appears on the register of holders maintained by the
Company as the owner of the Old First Mortgage Notes) of Old First
Mortgage Notes tendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above, or
(ii) such Old First Mortgage Notes are tendered for the account of a firm
that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned "Description
of Old First Mortgage Notes Tendered" is inadequate, the Certificate number(s)
and/or the principal amount of Old First Mortgage Notes and any other required
information should be listed on a separate signed schedule which is attached
to this Letter of Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Old First Mortgage
Notes will be accepted only in the principal amount of $1,000 and integral
multiples of $1,000 in excess thereof. If less than all the Old First Mortgage
Notes evidenced by any Certificate submitted are to be tendered, new
Certificate(s) for the remainder of the Old First Mortgage Notes that were
evidenced by your old Certificate(s) will only be sent to the holder of the
Old First Mortgage Note, promptly after the Expiration Date. All Old First
Mortgage Notes represented by Certificates delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old First Mortgage Notes may
be withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective, a written or facsimile transmission of such notice
of withdrawal must be timely received by the Exchange Agent at one of its
addresses set forth above or in the Prospectus on or prior to the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Old First Mortgage Notes to be withdrawn (which must be an
authorized denomination), that such holder is withdrawing his election to have
such Old First Mortgage Notes exchanged, the aggregate principal amount of Old
First Mortgage Notes to be withdrawn, and (if Certificates for Old First
Mortgage Notes have been tendered) the name of the registered holder of the
Old First Mortgage Notes as set forth on the Certificate for the Old First
Mortgage Notes, if different from that of the person who tendered such Old
First Mortgage Notes. If Certificates for the Old First Mortgage Notes have
been delivered or otherwise identified to the Exchange Agent, then prior to
the physical release of such Certificates for the Old First Mortgage Notes,
the tendering holder must submit the serial numbers shown on the particular
Certificates for the Old First Mortgage Notes to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Old First Mortgage Notes tendered for the
account of an Eligible Institution).
If Old First Mortgage Notes have been tendered pursuant to the procedures
for book entry transfer set forth in the Prospectus under "The Exchange
Offer--Exchange Offer Procedures," the notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawal of
Old First Mortgage Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written or facsimile
transmission. Withdrawals of tenders of Old First Mortgage Notes may not be
rescinded. Old First Mortgage Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Exchange
Offer Procedures."
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All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all
parties. None of the Company, any affiliates or assigns of the Company, the
Exchange Agent or any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old First Mortgage
Notes which have been tendered but which are withdrawn will be returned to the
holder thereof without cost to such holder promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
First Mortgage Notes tendered hereby, the signatures must correspond exactly
with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Old First Mortgage 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 Old First Mortgage Notes are registered in different name(s)
on several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to the Company, in its sole discretion, of each such person's
authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Old First Mortgage Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Notes
are to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old First Mortgage Notes listed, the Certificates
must be endorsed or accompanied by appropriate bond powers, signed exactly as
the name or names of the registered owner(s) appear(s) on the Certificates,
and also must be accompanied by such opinions of counsel, certifications and
other information as the Company or the Trustee for the Old First Mortgage
Notes may require in accordance with the restrictions on transfer applicable
to the Old First Mortgage Notes. Signatures on such Certificates or bond
powers must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be
completed. Certificates for Old First Mortgage Notes not exchanged will be
returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained at DTC. See Instruction 4.
7. Irregularities. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Old First Mortgage
Notes, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders not in
proper form or the acceptance of which, or exchange for which, may, in the
opinion of counsel to the Company, be unlawful. The Company also reserves the
absolute right, subject to applicable law, to waive any of the conditions of
the Exchange Offer set forth in the Prospectus under "The Exchange Offer--
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Conditions to the Exchange Offer" or any defects or irregularities in any
tender of Old First Mortgage Notes of any particular holder whether or not
similar defects or irregularities are waived in the case of other holders. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Old First Mortgage Notes will be deemed to
have been validly made until all defects and irregularities with respect to
such tender have been cured or waived. None of the Company, any affiliates or
assigns of the Company, the Exchange Agent, or any other person will be under
any duty to give notification of any irregularities in tenders or incur any
liability for failure to give such notification.
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. Federal income
tax law, a holder whose tendered Old First Mortgage Notes are accepted for
exchange is required to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to Old First
Mortgage Notes exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.
The box in Part 3 of the Substitute Form W-9 may 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 3 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form
W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old First Mortgage Notes or of the last transferee appearing on the
transfers attached to, or endorsed on, the Old First Mortgage Notes. If the
Old First Mortgage Notes are registered in more than one name or are not 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.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the
face thereof, to avoid possible erroneous backup withholding. A foreign person
may qualify as an exempt recipient by submitting a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
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Backup withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. Waiver of Conditions. The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old First
Mortgage Notes, by execution of this Letter of Transmittal, shall waive any
right to receive notice of the acceptance of their Old First Mortgage Notes
for exchanges.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
First Mortgage Notes nor shall any of them incur any liability for failure to
give any such notice.
12. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Old First Mortgage Notes have been lost, destroyed or stolen, the
holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been followed.
13. Security Transfer Taxes. Holders who tender their Old First Mortgage
Notes for exchange will not be obligated to pay any transfer taxes in
connection therewith. If, however, Exchange Notes are to be delivered to, or
are to be issued in the name of, any person other than the registered holder
of the Old First Mortgage Notes tendered, or if a transfer tax is imposed for
any reason other than the exchange of Old First Mortgage Notes in connection
with the Exchange Offer, then the amount of any such 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 such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such tendering
holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS
(SEE INSTRUCTION 9)
PART 1--PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND OR Employer
CERTIFY BY SIGNING AND Identification Number
SUBSTITUTE DATING BELOW. -----------------------
--------------------------------------------------------
FORM W-9 PART 2--CERTIFICATION--Under PART 3
penalties of perjury, I certify Awaiting TIN
that: [_]
Please
(1) The number shown on this form complete the
DEPARTMENT OF THE is my correct Taxpayer Certificate of
TREASURY INTERNAL REVENUE Identification Number (or I am Awaiting
SERVICE waiting for a number to be Taxpayer
issued to me) and Identification
Number below.
PAYER'S REQUEST FOR (2) I am not subject to backup
TAXPAYER IDENTIFICATION withholding either because: I
NUMBER ("TIN") have not been notified by the
Internal Revenue Service (the
"IRS") that I am subject to
backup withholding as a result
of failure to report all
interest or dividends, or the
IRS has notified me that I am
no longer subject to backup
withholding.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) 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 are subject to backup withholding,
you received another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out such item (2).
Signature _________________________________Date, 1998
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% 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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
______________________________, 1998
------------------------------------- Date
Signature
CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen
or resident (or I am signing for a foreign corporation, partnership, estate
or trust).
------------------------------------- ______________________________, 1998
Signature Date
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