EXHIBIT 20.3
NUTRITIONAL SOURCING COPORATION
LETTER OF TRANSMITTAL
PURSUANT TO THE INVITATION
DATED JANUARY 28, 2005
TO TENDER 10.125% SENIOR SECURED NOTES DUE 2009
(CUSIP No. 670688AA8)
Tenders of Notes may be withdrawn at any time on or prior to the Expiration
Date. The Invitation will expire at 5:00 p.m., New York City time, on
February 28, 2005, unless extended or earlier terminated (such time and date,
as the same may be extended or earlier terminated, the "Expiration Date"). The
Company reserves the right to extend the Invitation at any time subject to
compliance with applicable law. Holders of notes must validly tender their Notes
prior to the Expiration Date in order to receive the Clearing Price.
The Depositary for the Invitation is:
WILMINGTON TRUST COMPANY
By hand or overnight courier to:
Wilmington Trust Company
Corporate Capital Markets
Re: Nutritional Sourcing Corporation Tender Offer
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
By registered or certified mail to:
Wilmington Trust Company
DC-1626 Processing Unit
P.O. Box 8861
Re: Nutritional Sourcing Corporation Tender Offer
Wilmington, DE 19899-8861
By Facsimile Transmission (Eligible Institutions Only): (302) 636-4139
Confirmation by Telephone: (302) 636-6470
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via a facsimile number other than
as listed above, will not constitute a valid delivery.
Holders who wish to be eligible to receive the Clearing Price must validly
tender their Notes on or prior to the Expiration Date. Tenders may not be
withdrawn at any time subsequent to the Expiration Date.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Invitation.
The Letter of Transmittal is to be used by Holders of 10.125% Senior
Secured Notes due 2009 (the "Notes") of Nutritional Sourcing Corporation. (the
"Company") to tender Notes pursuant to the Invitation.
Holders of Notes who are tendering by book-entry transfer to the
Depositary's account at DTC can execute the tender through the Automated Tender
Offer Program ("ATOP"). DTC participants that are accepting the Invitation must
transmit their acceptance to DTC, which will verify the acceptance and execute a
book-entry delivery to the Depositary's account at DTC. DTC will then send an
Agent's Message to the Depositary for its acceptance. Delivery of the Agent's
Message by DTC will satisfy the terms of the Invitation as to execution and
delivery of a Letter of Transmittal by the participant identified in the Agent's
Message.
The Agent's Message (if applicable) must be received by the Depositary
before the Expiration Date for tendering holders to be eligible to receive the
Clearing Price.
The term "Agent's Message" means a message transmitted by DTC and received
by the Depositary and forming part of a book-entry confirmation which states
that DTC has received an express acknowledgment from a participant in DTC
tendering Notes which are the subject of such Book-Entry Confirmation, that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING.
This Letter of Transmittal is to be used by Holders of Notes if:
1. certificates representing Notes are to be physically delivered to the
Depositary herewith by such Holders;
2. tender of Notes is to be made by book-entry transfer to the
Depositary's account at DTC or the "Book-Entry Transfer Facility"
pursuant to the procedures set fort under "Terms of the
Invitation--Procedures for Tendering Notes" in the Invitation; or
3. tender of Notes is to be made according to the guaranteed delivery
procedures set forth under "The Terms Offer and Consent
Solicitation-Guaranteed Delivery Procedure";
and, in each case, instructions are not being transmitted through DTC via ATOP.
Pursuant to the terms of the Invitation, the completion, execution and delivery
of this Letter of Transmittal prior to the Expiration Date will be deemed to
constitute delivery of a consent to the Proposed Amendment.
No alternative, conditional or contingent tender of Notes will be accepted.
A tendering Holder, by execution of this Letter of Transmittal or facsimile
hereof, waives all rights to receive notice of acceptance of such Holder's Notes
for purchase.
Prior to the Expiration Date, if a Holder desires to tender Notes pursuant
to the Invitation and time will not permit this Letter of Transmittal,
certificates representing such Notes and all other required documents to reach
the Depositary, or the procedures for book-entry transfer cannot be completed,
prior to the Expiration Date, then such Holder must tender such Notes according
to the guaranteed delivery procedures set forth under the caption "TERMS OF THE
INVITATION -- Procedure for Tendering Notes -- Guaranteed Delivery" in the
Invitation. See Instruction 2.
Only Holders may validly tender their Notes. The undersigned should
complete, execute and deliver this Letter of Transmittal to indicate the action
the undersigned desires to take with respect to the Invitation.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
The undersigned hereby tenders to Nutritional Sourcing Corporation (the
"Company"), upon the terms and subject to the conditions set forth in its
Invitation dated January 28, 2005 (the "Invitation"), receipt of which is hereby
acknowledged, and in accordance with this Letter of Transmittal, the principal
amount of Notes indicated in the table below entitled "Description of Notes."
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Notes tendered herewith in accordance with the
terms and subject to the conditions of the Invitation, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company, all right,
title and interest in and to all of the Notes tendered hereby. The undersigned
hereby irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Depositary also acts as the agent of the Company) with respect to such Notes,
with full powers of substitution and revocation (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) present such
Notes and all evidences of transfer and authenticity to, or transfer ownership
of, such Notes on the relevant security register to, or upon the order of, the
Company, (ii) present such Notes for transfer of ownership on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes, all in accordance with the terms and
conditions of the Invitation.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time on or prior
to the Expiration Date. In the event of a termination of the Invitation, the
certificates representing Notes tendered pursuant to the Invitation will be
returned to the tendering Holders promptly (or, in the case of Notes tendered by
book-entry transfer, such Notes will be credited to the account maintained at
DTC from which such Notes were delivered).
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Invitation and in the instructions hereto and
acceptance of such Notes by the Company will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Invitation. For purposes of the Invitation, the undersigned
understands that validly tendered Notes (or defectively tendered Notes with
respect to which the Company has, or has caused to be waived such defect) will
be deemed to have been accepted by the Company if, as and when the Company gives
oral or written notice thereof to the Depositary.
The undersigned acknowledges and agrees that, by the execution and delivery
hereof, the undersigned is consenting to the Proposed Amendment described in the
Invitation (with respect to the aggregate principal amount of Notes tendered
hereby) as permitted by the Indenture relating to such Notes and hereby also
consents to the execution of the supplemental indenture effecting such Proposed
Amendment.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and that when such tendered Notes are accepted for purchase and payment
by the Company, the Company will acquire good title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or by the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Notes tendered
hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
person and legal representatives, successors and assigns of the undersigned.
The undersigned understands that the delivery and surrender of any Notes is
not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Letter of Transmittal (or a
copy thereof), properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Company. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding.
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Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the Company for the Clearing Price for any Notes
tendered hereby that are purchased and/or return any Notes not tendered or not
accepted for purchase in the name(s) of the Holder(s) appearing under
"Description of Notes Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for such Clearing Price
and/or return any Notes not tendered or not accepted for purchase (and
accompanying documents, as appropriate) to the address(es) of the Holder(s)
appearing under "Description of Notes Tendered."
In the event that both the Special Payment Instructions and the Special
Delivery Instructions are completed, please issue the check for the Clearing
Price and/or return any Notes not tendered or not accepted for purchase (and
accompanying documents, as appropriate) in the name of, and to the address(es)
of, the person(s) at the address(es) so indicated, as applicable. Unless
otherwise indicated under "Special Payment Instructions," in the case of a
book-entry delivery of Notes, please credit the account maintained at the
Book-Entry Transfer Facility with any Notes not tendered or not accepted for
purchase. The undersigned recognizes that the Company has no obligation pursuant
to the Special Payment Instructions to transfer any Notes from the name of the
Holder thereof if the Company does not accept for purchase any of the Notes so
tendered.
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TENDER OF NOTES
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER NOTES BY BOOK ENTRY
TRANSFER):
Name of Tendering Institution:__________________________________________________
Account number:_________________________________________________________________
Transaction Code Number:________________________________________________________
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
INFORMATION BELOW. NOTE THAT GUARANTEED DELIVERY PROCEDURES CANNOT BE USED
BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Name(s) of Holder(s):___________________________________________________________
Window Ticket number (if any):__________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name of Eligible Institution that Guaranteed Delivery:__________________________
If delivered by book-entry transfer:____________________________________________
DTC Account Number:_____________________________________________________________
Date Sent: :____________________________________________________________________
Transaction Code Number:________________________________________________________
List below the Notes to which this Letter of Transmittal relates and the
offer price per $1000 principal amount, not to be less than $715 or greater than
$745, for each Note. If the space provided is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Letter of Transmittal. Tenders of Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples, except that tenders
may be in lesser amounts representing the entire principal amount of the Note
being tendered, or if the amount not being tendered is $1,000 or an equal
multiple thereof.
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DESCRIPTION OF NOTES
OFFER PRICE
PER $1000
NAME(s) AND ADDRESS(es) OF PRINCIPAL
REGISTERED HOLDER(s) OR AMOUNT
NAME OF DTC PARTICIPANT AND (cannot be
PARTICIPANT'S DTC AGGREGATE less than
ACCOUNT NUMBER IN WHICH PRINCIPAL PRINCIPAL $715 or
NOTES ARE HELD CERTIFICATE AMOUNT AMOUNT greater than
(Please fill in blank) SERIES NUMBER(s)* REPRESENTED TENDERED ** $745) ***
- --------------------------- ---------- ----------- ----------- ----------- ------------
- --------------------------- ---------- ----------- ----------- ----------- ------------
- --------------------------- ---------- ----------- ----------- ----------- ------------
- --------------------------- ---------- ----------- ----------- ----------- ------------
Total Principal Amount of
Notes
* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise specified, it will be assumed that the entire aggregate
principal amount represented by the Notes described above is being
tendered. See Instruction 4. Only Holders may validly tender their Notes
pursuant to the Invitation.
*** Each offer price must be in $5.00 increments between $715 and $745.
Holders are not required to specify an offer price. In the event that no
offer price is specified, then the Holder will be deemed to have offered
the Notes at $715 per $1,000 principal amount thereof.
The names and addresses of the Holders should be printed, if not already
printed above, exactly as they appear on the certificates representing Notes
tendered hereby. The Notes and the principal amount of Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes.
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SPECIAL PAYMENT INSTRUCTIONS
(See Instruction 8)
To be completed ONLY if certificates for Notes not purchased and/or the
check for the purchase price of Notes purchased are to be issued in the name of
someone other than the undersigned.
Issue [ ] check
[ ] certificates to:
Name:______________________________________________________________
(Please Print)
Address:___________________________________________________________
___________________________________________________________________
(Include Zip or Postal Code)
Provide your Taxpayer Identification or Social Security Number here ____________
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 8)
To be completed ONLY if certificates for Notes not purchased and/or the
check for the purchase price of Notes purchased are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that
appearing under "Description of Notes" or are to be held by the Depositary for
pick-up by the undersigned or any person designated by the undersigned in
writing or if Notes delivered by book-entry transfer that are not purchased are
to be returned by credit to an account maintained at DTC other than that
designated above.
Mail [ ] check [ ] certificates to:
Name:______________________________________________________________
(Please Print)
Address:___________________________________________________________
___________________________________________________________________
(Include Zip or Postal Code)
Hold [ ]check [ ]certificates for pick-up at:
(Check one)
[ ] The Depositary (specify office ________________________________)
[ ] Credit unpurchased Notes delivered by book-entry transfer to the account set
forth below:
[ ] DTC Account Number_____________________________________________
(DTC Account Number)
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PLEASE SIGN HERE
----------------------------------------
----------------------------------------
(Signature of Holder)
(To be completed by all tendering Holders of Notes regardless
of whether Notes are being physically delivered herewith)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders the principal amount of the Notes listed in the box
above labeled "Description of Notes" under the column heading "Principal Amount
Tendered" (or, if nothing is indicated therein, with respect to the entire
aggregate principal amount represented by the Notes described in such box).
This Letter of Transmittal must be signed by the Holder(s) exactly as
name(s) appear(s) on certificate(s) representing Notes, or if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of Notes. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5.
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(See guarantee requirement below)
Dated___________________________________________________________________________
________________________________________________________________________________
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity________________________________________________________________________
Address_________________________________________________________________________
(Including Zip Code)
Area Code and
Telephone Number________________________________________________________________
Tax Identification or
Social Security No._____________________________________________________________
MEDALLION SIGNATURE GUARANTEE
(If Required See Instructions 1 and 5)
Authorized Signature:___________________________________________________________
Name____________________________________________________________________________
(Please Type or Print)
Title___________________________________________________________________________
Name of Firm____________________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number__________________________________________________
Dated:__________________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE INVITATION
1. Signature Guarantees. Signatures on this Letter of Transmittal must be
guaranteed by a Medallion Signature Guarantor, unless the Notes hereby are
tendered by a registered Holder (or by a participant in DTC whose name appears
on the Note position listing as the owner of such Notes). If the Notes are
registered in the name of a person other than the signer of this Letter of
Transmittal, then the signatures on this Letter of Transmittal accompanying the
tendered Notes must be guaranteed by a Medallion Signature Guarantor as
described above. See Instruction 5.
2. Delivery of Letter of Transmittal and Notes: Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by Holders if (i)
certificates representing Notes are to be physically delivered to the Depositary
herewith by such Holder, (ii) tender of Notes is to be made by book-entry
transfer to the Depositary's account at DTC pursuant to the procedures set forth
under the caption "TERMS OF THE INVITATION -- Procedure for Tendering Notes --
Book-Entry Delivery of the Notes" in the Invitation or (iii) tender of Notes is
to be made according to the guaranteed delivery procedures set forth in the
Invitation under "Procedure for Tendering Notes-Guaranteed Delivery" and in each
case, Instructions are not being transmitted through ATOP. All physically
delivered Notes, or a confirmation of a book-entry transfer into the
Depositary's account at DTC of all Notes delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or a copy thereof)
and any other documents required by this Letter of Transmittal, must be received
by the Depositary at its address set forth herein on or prior to the Expiration
Date, as the case may be. Delivery of documents to DTC does not constitute
delivery to the Depositary.
The method of delivery of this Letter of Transmittal, the Notes and all
other required documents, including delivery through DTC and any acceptance or
Agent's Message delivered through ATOP, is at the option and risk of the
tendering Holder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed for such documents to reach the Depositary. Except as
otherwise provided in this Instruction 2, delivery will be deemed made only when
actually received by the Depositary.
Prior to the Expiration Date, if a Holder desires to tender Notes pursuant
to the Invitation and time will not permit a validly executed Letter of
Transmittal, certificates representing such Notes and all other required
documents to reach the Depositary, or the procedures for book-entry transfer
cannot be completed, prior to the Expiration Date, such Holder must tender such
Notes pursuant to the guaranteed delivery procedures set forth under the caption
"TERMS OF THE INVITATION -- Procedure for Tendering Notes -- Guaranteed
Delivery" in the Invitation. Pursuant to such procedures, (i) such tender must
be made by or through an Eligible Institution; (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form provided
by the Company, or an Agent's Message with respect to guaranteed delivery that
is accepted by the Company, must be received by the Depositary, either by hand
delivery, mail or facsimile transmission, prior to the Expiration Date; and
(iii) the certificates for all tendered Notes, in proper form for transfer (or
confirmation of a book-entry transfer of all Notes delivered electronically into
the Depositary's account at DTC pursuant to the procedures for such transfer set
forth in the Invitation), together with a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) and any other
documents required by this Letter of Transmittal, or in the case of a book-entry
transfer, a properly transmitted Agent's Message, must be received by the
Depositary within three New York Stock Exchange trading days after the execution
of the Notice of Guaranteed Delivery.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or a copy
thereof), waive any right to receive any notice of the acceptance of their Notes
for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Notes should be
listed on a separate signed schedule attached hereto.
4. Partial Tender. Tenders of Notes will be accepted only in integral
multiples of $1,000, except that tenders may be in lesser amounts representing
the entire principal amount of the Note being tendered, or if the amount not
being tendered is $1,000 or an equal multiple thereof. If Holders wish to tender
less than the entire principal amount evidenced by any Notes submitted, such
Holders must fill in the principal amount that is to be tendered in the columns
entitled "Principal Amount Tendered." In the case of a partial tender of Notes,
as soon as practicable after the Expiration Date, new certificates for the
remainder of the Notes that were evidenced by such Holder's old certificates
will be sent to such Holder, unless otherwise provided in the appropriate box of
this Letter of Transmittal. The entire principal amount that is represented by
the Notes delivered to the Depositary will be deemed to have been tendered,
unless otherwise indicated.
5. Signature on Letter of Transmittal, Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered Holders
of the 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 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 Note position
listing as the owner of the Notes.
If any of the Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal. If any of
the Notes tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Notes or instrument of transfer is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
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 to so act must be
submitted with this Letter of Transmittal.
If this Letter of Transmittal is signed by the holder of the Notes listed
and transmitted hereby, no endorsements of certificates or separate bond powers
are required unless payment is to be made to, or certificates not tendered or
not accepted for purchase are to be issued to, a person other than the holder.
Signatures on any such certificates must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal is signed other than by the registered
Holders of the Notes listed, the Notes must be endorsed or accompanied by
appropriate instruments of transfer, in any case signed exactly as the name or
names of the registered Holders appear on the Notes and signatures on such Notes
or instruments of transfer and proxy are required and must be guaranteed by a
Medallion Signature Guarantor, unless the signature is that of an Eligible
Institution.
6. Transfer Taxes. Except as set forth in this Instruction 6, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Notes to it, or to its order, pursuant to the Invitation. If payment is
to be made to, or if Notes not tendered or purchased are to be registered in the
name of, any persons other than the registered owners, or if tendered Notes are
registered in the name of any persons other than the persons signing this Letter
of Transmittal, the amount of any transfer taxes (whether imposed on the
registered Holder or such other person) payable on account of the transfer to
such other person will be deducted from the payment unless satisfactory evidence
of the payment of such taxes or exemption therefrom is submitted.
7. Waiver of Conditions. The conditions of the Invitation may be amended
or waived by the Company, in whole or in part, at any time and from time to time
in the Company's sole discretion, in the case of any Notes tendered.
8. Special Payment and Delivery Instructions. If a check is to be issued
in the name of and/or certificates for Notes not deposited or not purchased are
to be issued in the name of a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or certificates for Notes not
deposited or not purchased are to be sent to someone other than the signer of
this Letter of Transmittal or to the signer of this Letter of Transmittal at an
address
2
other than that appearing under "Description of Notes" above, or if a check
and/or certificates for Notes not deposited or not purchased are to be held by
the Depositary for pick-up by the undersigned or any person designated by the
undersigned in writing, the appropriate boxes on this Letter of Transmittal
should be completed. Holders delivering Notes by book-entry transfer may request
that Notes not purchased be credited to such account maintained at DTC as such
Holder may designate under "Special Delivery Instructions". If no such
instructions are given, any such Notes not purchased will be returned by
crediting the account at the DTC.
9. Substitute Form W-9. Unless an exemption from backup withholding and
information reporting requirements is otherwise established with the Depositary,
each tendering Holder (or other payee) must provide the Depositary with a
correct taxpayer identification number ("TIN"), generally the Holder's Social
Security or federal employer identification number, and with certain other
information, on Substitute Form W-9, which is provided herewith, and to certify
that the Holder (or other payee) is not subject to backup withholding. Failure
to provide the information on the Substitute Form W-9 may subject the tendering
Holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service
and 28% federal income tax backup withholding on any payment. The box in Part 3
of the Substitute Form W-9 may be checked if the tendering Holder (or other
payee) 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 and the Depositary
is not provided with a TIN by the time of payment, the Depositary will withhold
28% on all such payments, if any, until a TIN is provided to the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
10. Requests for Assistance or Additional Copies. Any requests for
additional copies of the Invitation or this Letter of Transmittal may be
directed to D.F. King & Co., Inc., the Information Agent, at 48 Wall Street,
22nd Floor, New York, New York 10005, telephone (800) 628-8532 or (212) 269-5550
(collect). Any questions or requests for assistance may be directed to the
Depositary at its telephone numbers and locations listed below. A Holder may
also contact such Holder's broker, dealer, commercial bank or trust company or
nominee for assistance concerning the Invitation.
11. Mutilated, Lost, Stolen or Destroyed Notes. Any holder whose Notes have
been mutilated, lost, stolen or destroyed should contact the Depositary at the
address indicated above for further instructions.
This Letter of Transmittal (or a copy thereof), together with Notes and
all other required documents, must be received by the Depositary on or prior to
the Expiration Date.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Holder whose tendered Notes are
accepted for payment or exchange is generally required to provide the Depositary
with such Holder's current TIN on Substitute Form W-9 provided herewith. If such
Holder is an individual, the TIN generally is his or her Social Security number.
If the Depositary is not provided with the correct TIN, the Holder or other
payee may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, any interest and premium made to such Holder or other payee with
respect to Notes purchased pursuant to the Invitation may be subject to 28%
backup withholding tax.
Backup withholding is not an additional 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 provided that the required information is furnished to the Internal
Revenue Service.
Certain Holders (including, among others, corporations) are not subject to
these backup withholding and reporting requirements with respect to certain
specified payments. Non-United States Holders must establish their status as
exempt recipients, and can do so by submitting to the Depositary a properly
completed Substitute Form W-8, signed under penalties of perjury, attesting to
such Holder's exempt status.
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PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any payment made to a Holder or other
payee with respect to Notes purchased pursuant to the Invitation, the Holder is
required to notify the Depositary of the Holder's current TIN (or the TIN of any
other payee) by completing the enclosed form, certifying that the TIN provided
on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN), and
that (i) the Holder has not been notified by the Internal Revenue Service that
the 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 the Holder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., Social
Security number or Employer Identification Number) of the record owner of the
Notes. If the Notes are registered in more than one name or are not registered
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.
4
PAYOR'S NAME: ______________________________
- -------------------------------------------------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR TIN
SUBSTITUTE IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING
Form W-9 BELOW ______________________________
Social Security Number
(If awaiting TIN
Department of the Treasury write "Applied For")
Internal Revenue Service
OR
______________________________
Employer Identification Number
(If awaiting TIN write
"Applied For")
-----------------------------------------------------------------------------------------
Payor's Request for Taxpayer Part 2 -- Certificate -- Under penalties of perjury, I certify that:
Identification Number ("TIN") (1) The number shown on this form is my correct Taxpayer Identification Number (or
I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (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.
-----------------------------------------------------------------------------------------
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 receive another notification from the IRS that
you are no longer subject to backup withholding, do not cross out such item (2). (Also see
instructions in the enclosed Guidelines)
-----------------------------------------------------------------------------------------
SIGNATURE ______________, DATE ______, 2005
Part 3 - Awaiting TIN [ ]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE INVITATION. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE 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 (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 Officer 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 to the Depositary by the
time of payment, 28% of all reportable payments made to me thereafter will be
withheld, but that such amounts will be refunded to me if I provide a certified
Taxpayer Identification Number to the Depositary within sixty (60) days.
Signature ____________________________ Date ___________________________, 2005
5
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 Identification Number to Give the
Payor.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification number have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payor.
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF--
- ----------------------------- -----------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or, if combined
(joint account) funds, the first individual on the account (1)
3. Husband and wife (joint The actual owner of the account or, if joint
account) funds, either person (1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor The adult or, if the minor is the only
(joint account) contributor, the minor(1)
6. Account in the name of The ward, minor, or incompetent person(3)
guardian or committee
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid tryst
under State law
8. Sole proprietorship The owner(4)
account
9. A valid trust, estate The legal entity (Do not furnish the
or person trust identifying number of the personal
representative or trustee unless the legal
entity itself is not designated in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or The broker or nominee
registered nominee
15. Account with the The public entity
Department 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 first and circle name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
6
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
OBTAINING A NUMBER
If you do you not have a taxpayer identification number or you don't number,
obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4,
Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A corporation
. A financial institution
. An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
. A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(I).
. An entity registered at all times under the Investment Company Act of
1940.
. A foreign central bank of issue.
Payments not Generally Subject to Backup Withholding Payment of dividends and
patronage dividends not generally subject to backup withholding include the
following:
. Payments to nonresident aliens subject to withholding under section
1441.
. Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
. Payments of patronage dividends where the amount renewed is not paid
in money.
. Payments made by certain foreign organizations.
. Payments made by a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payor's trade or business and you
have not provided your correct taxpayer identification number to the
payor.
Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
EXEMPT PAYEE DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING, FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041 A(a),
6045 and 6050A.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payors who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payors must be given the numbers whether or not recipients are required to file
tax returns. Payors musts generally withhold 28% of taxable interest, dividend
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payor. Certain penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
7
The Depositary for the Invitation is:
WILMINGTON TRUST COMPANY
By hand or overnight courier to:
Wilmington Trust Company
Corporate Capital Markets
Re: Nutritional Sourcing Corporation Tender Offer
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
By registered or certified mail to:
Wilmington Trust Company
DC-1626 Processing Unit
P.O. Box 8861
Re: Nutritional Sourcing Corporation Tender Offer
Wilmington, DE 19899-8861
By Facsimile Transmission (Eligible Institutions Only): (302) 636-4139
Confirmation by Telephone: (302) 636-6470
Any requests for additional copies of this Invitation, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to D.F. King &
Co., Inc., the Information Agent, at 48 Wall Street, 22nd Floor, New York, New
York 10005, telephone (800) 628-8532 or (212) 269-5550 (collect). Any questions
or requests for assistance may be directed to the [Dealer Manager] at the
telephone numbers or address set forth below. A Holder may also contact such
Holder's broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Invitation.
8