LETTER OF TRANSMITTAL
TO TENDER IN RESPECT OF THE
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7 1/4% SENIOR NOTES DUE DECEMBER 1, 2006, SERIES
A, WHICH HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT,
FOR
7 1/4% SENIOR NOTES DUE DECEMBER 1, 2006, SERIES
B, WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT,
OF
USI AMERICAN HOLDINGS, INC.
EACH SERIES UNCONDITIONALLY GUARANTEED BY
U.S. INDUSTRIES, INC.
PURSUANT TO THE PROSPECTUS, DATED , 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1997, UNLESS EXTENDED AS PROVIDED IN THE PROSPECTUS (THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
PNC BANK, NATIONAL ASSOCIATION
(For Eligible Institutions and
Withdrawal Notices Only)
Facsimile Transmission Number
(412) 762-8226
Confirm by Telephone:
(412) 762-3666
By Registered or Certified Mail,
By Hand or By Overnight Courier:
One Oliver Plaza, 27th Floor
Pittsburgh, PA 15222-2602
Attention: F.J. Deramo, Vice President
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.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Prospectus, dated ,1997, of USI
American Holdings, Inc. (the "Issuer") and U.S. Industries, Inc. (the "Company")
(as it may be supplemented from time to time, the "Prospectus").
The undersigned acknowledges that he or she has received the Prospectus and
this Letter of Transmittal (which together constitute the "Exchange Offer"), to
exchange $1,000 principal amount of the Issuer's 7 1/4% Senior Notes due
December 1, 2006, Series B (the "New Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for each $1000
principal amount of the Issuer's outstanding 7 1/4% Senior Notes due December 1,
2006, Series A (the "Existing Notes"), which have not been registered under the
Securities Act, from the holders thereof. The New Notes and the Existing Notes
are unconditionally guaranteed by the Company.
This Letter of Transmittal is to be used by holders of Existing Notes to
accept the Exchange Offer if: (i) tender of Existing Notes is to be made
according to the Automated Tender Offer Program ("ATOP") of the Depository Trust
Company ("DTC"), for which the transaction is eligible, pursuant to the
procedures set forth in the Prospectus under the caption "Procedures for
Tendering Existing Notes--Tendering Existing Notes--Notes held through DTC";
(ii) certificates representing Existing Notes are to be physically delivered to
the Exchange Agent herewith by such holders, pursuant to the procedures set
forth in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Tendering Existing Notes--Notes held by Holders"; or (iii) tender of
Existing Notes is to be made according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Guaranteed Delivery Procedures." NOTWITHSTANDING THE FOREGOING, VALID
ACCEPTANCE OF THE TERMS OF THE EXCHANGE OFFER MAY BE EFFECTED BY A PARTICIPANT
IN DTC (A "DTC PARTICIPANT") TENDERING EXISTING NOTES THROUGH ATOP WHERE THE
EXCHANGE AGENT RECEIVES AN AGENT'S MESSAGE (AS DEFINED IN THE PROSPECTUS) PRIOR
TO THE EXPIRATION DATE. ACCORDINGLY, SUCH DTC PARTICIPANT MUST ELECTRONICALLY
TRANSMIT ITS ACCEPTANCE TO DTC THROUGH ATOP, AND THEN DTC WILL EDIT AND VERIFY
THE ACCEPTANCE, EXECUTE A BOOK-ENTRY DELIVERY TO THE EXCHANGE AGENT'S ACCOUNT AT
DTC AND SEND AN AGENT'S MESSAGE TO THE EXCHANGE AGENT FOR ITS ACCEPTANCE. BY
TENDERING THROUGH ATOP, DTC PARTICIPANTS WILL EXPRESSLY ACKNOWLEDGE RECEIPT OF
THIS LETTER OF TRANSMITTAL AND AGREE TO BE BOUND BY ITS TERMS AND THE ISSUER
WILL BE ABLE TO ENFORCE SUCH AGREEMENT AGAINST SUCH DTC PARTICIPANTS.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
DTC Participants who wish to cause their Existing Notes to be tendered, but
who cannot transmit their acceptances through ATOP prior to the Expiration Date,
may effect a tender in accordance with the guaranteed delivery procedures set
forth in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Guaranteed Delivery Procedures--Notes held through DTC." Holders who wish
to tender their Existing Notes but (i) whose Existing Notes are not immediately
available and will not be available for tendering prior to the Expiration Date,
or (ii) who cannot deliver their Existing Notes, the Letter of Transmittal, or
any other required documents to the Exchange Agent prior to the Expiration Date,
may effect a tender in accordance with the guaranteed delivery procedures set
forth in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Guaranteed Delivery Procedures--Notes held by Holders."
For each Existing Note accepted for exchange, the holder will receive a New
Note having a principal amount equal to that of the surrendered Existing Note.
The New Notes will bear interest from and including their respective dates of
issuance (the "Exchange Date"). Holders whose Existing Notes are accepted for
exchange will receive accrued interest thereon to, but not including, the
Exchange Date, such interest to be payable with the first interest payment on
the New Notes, but will not receive any payment in respect of interest on the
Existing Notes accrued after the Exchange Date.
If (i) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 45th day following December 12, 1996, the issue
date of the Existing Notes (the "Initial Issue Date"), (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Initial Issue Date, (iii) neither the Exchange Offer is
consummated nor the Shelf Registration Statement is declared effective on or
prior to the 165th day following the Initial Issue Date, or (iv) the Shelf
Registration Statement is required to be filed because of the request of BA
Securities, Inc. or other specified holder, 45 days following the request by BA
Securities, Inc. that the Issuer file the Shelf Registration Statement (or 90
days if the Shelf Registration Statement is reviewed by the Commission), then
the interest rate borne by the Existing Notes (except in the case of clause
(iv), in which case only the Existing Notes which have not been exchanged in the
Exchange Offer) shall be increased by 0.5% per annum. Upon (w) the filing of the
Exchange Offer Registration Statement in the case of clause (i) above, (x) the
effectiveness of the Exchange Offer Registration Statement in the case of clause
(ii) above, (y) the date of the consummation of the Exchange Offer or the
effectiveness of the Shelf Registration Statement in the case of clause (iii)
above, or (z) the effectiveness of the Shelf Registration Statement, in the case
of clause (iv) above, the interest rate stated on the Existing Notes from the
date of such filing, effectiveness or the date of such consummation or
effectiveness, as the case may be, will be reduced to the original interest rate
on the Notes; provided, however, that, if after any such reduction in interest
rate, a different event specified in clause (i),
2
(ii), (iii) or (iv) above occurs, the interest rate shall again be increased
pursuant to the foregoing provisions. Holders of Existing Notes accepted for
exchange will be deemed to have waived the right to receive any other payments
or accrued interest on the Existing Notes.
The Issuer reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Issuer shall notify the holders of the Existing Notes of any extension by means
of a press release or other public announcement prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Existing Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amount of Existing Notes should be listed on a separate signed schedule affixed
hereto. Tenders of Existing Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
3
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DESCRIPTION OF EXISTING NOTES
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Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank) 1 2 3
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Aggregate
Principal Principal
Certificate* Amount of Amount
Number(s) Old Note(s) Tendered**
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-----------------------------------------------
<FN>
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* Need not be completed if Existing Notes are being tendered by book-entry
transfer or in accordance with DTC's ATOP procedures for transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the
Existing Notes represented by the Existing Notes indicated in column 2. See Instruction 2. Existing
Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
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</FN>
The names and addresses of the registered holders of Existing Notes should
be printed, if not already printed above, exactly as they appear on the Existing
Notes tendered hereby. The Existing Notes and the principal amount of such
Existing Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes.
4
|_| CHECK HERE IF TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_______________________________
Window Ticket Number (if any)_________________________________
Date of Execution of Notice of Guaranteed Delivery____________
Name of Eligible Institution that Guaranteed Delivery_________
______________________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus,
receipt of which is hereby acknowledged, the undersigned hereby tenders to the
Issuer the aggregate principal amount of Existing Notes indicated above. Subject
to, and effective upon, the acceptance for exchange of the Existing Notes
tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Issuer all right, title and interest in and to such Existing
Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Existing Notes
tendered hereby and that, when (and to the extent that) such tendered Existing
Notes are accepted for exchange by the Issuer, the Issuer will acquire good and
unencumbered 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
Exchange Agent or by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Existing Notes tendered hereby.
The undersigned hereby further represents that (i) any New Notes acquired
in exchange for Existing Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, (ii) such holder or any such other person is
not engaging in, has no arrangement or understanding with any person to
participate in, and does not intend to engage in, any distribution of such New
Notes, (iii) it is not a broker-dealer tendering Existing Notes acquired
directly from the Issuer for its own account, and (iv) neither such holder nor
any such other person is an "affiliate" (an "Affiliate") as defined in Rule 405
under the Securities Act of the Issuer, or if it is such an Affiliate, that it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable to it.
The undersigned also acknowledges that the Exchange Offer is being made
based on no-action letters issued by the Staff of the Securities and Exchange
Commission (the "Commission") to third parties with respect to similar
transactions, including Exxon Capital Holding Corporation (available May 13,
1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and similar
letters, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Existing Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an Affiliate
of the Issuer) without compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such holders' business and such holders are not engaging
in, have no arrangement or understanding with any person to participate in, and
do not intend to engage in, any distribution of such New Notes. However, the
undersigned acknowledges that the Issuer has not sought a no-action letter with
respect to the Exchange Offer and that there can be no assurance that the Staff
of the Commission would make a similar determination with respect to the
Exchange Offer. Any holder who tenders in the Exchange Offer for the purpose of
participating in a distribution of New Notes (i) cannot rely on such an
interpretation by the Staff of the Commission, (ii) will not be able to validly
tender Existing Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transactions. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, has no
arrangement or
5
understanding with any person to participate in, and does not intend to engage
in, a distribution of New Notes. In addition, if the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Existing Notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of
such New Notes; provided, however, that by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned may, if and only if, it would not receive freely tradeable
New Notes in the Exchange Offer or is not eligible to participate in the
Exchange Offer, elect to have its Existing Notes registered in the shelf
registration described in the Registration Rights Agreement, dated December 12,
1996, among the Issuer, the Company and BA Securities, Inc. in the form filed as
Exhibit 99.1 to the Registration Statement.
All authority conferred or agreed to be conferred by this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in the
Prospectus under the caption "Procedures for Tendering Existing
Notes--Withdrawal Rights." See Instruction 11.
Unless otherwise indicated herein under "Special Issuance Instructions,"
the undersigned hereby requests that any Existing Notes representing principal
amounts not tendered or not accepted for exchange be issued in the name(s) of
the undersigned (and, in the case of Existing Notes tendered through ATOP, by
credit to the account of DTC). Similarly, unless otherwise indicated herein
under "Special Delivery Instructions," the undersigned hereby requests that any
Existing Notes representing principal amounts not tendered or not accepted for
payment and New Notes issued in exchange for tendered Existing Notes be
delivered to the undersigned at the address shown below the undersigned's
signature(s). In the event that the "Special Issuance Instructions" box or the
"Special Delivery Instructions" box is, or both are, completed, the undersigned
hereby requests that any Existing Notes representing principal amounts not
tendered or not accepted for exchange be issued in the name(s) of, certificates
for such Existing Notes be delivered to, and the New Notes be issued in
connection with the Exchange Offer, to the person(s) at the address(es) so
indicated, and credit for Existing Notes representing principal amounts not
tendered be made to the account of DTC, as applicable. The undersigned
recognizes that the Issuer has no obligation pursuant to the "Special Issuance
Instructions" box to transfer any Existing Notes from the name of the registered
holder(s) thereof if the Issuer does not accept for exchange any of the
principal amount of such Existing Notes so tendered.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall
prevail.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF EXISTING
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
EXISTING NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
- ------------------------------------------------------- ---------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for Existing Notes To be completed ONLY if certificates for Existing Notes
not exchanged and/or New Notes are to be issued in the not exchanged and/or New Notes are to be sent to someone
name of someone other than the person or persons whose other than the person or persons whose signature(s) ap-
signature(s) appear(s) on this Letter below, or if Existing pear(s) on this Letter below or to such person or persons at
Notes delivered by book-entry transfer which are not an address other than shown in the box entitled "Descrip-
accepted for exchange are to be returned by credit to an tion of Existing Notes" on this Letter above.
account maintained at the Book-Entry Transfer Facility
other than the account indicated above. Mail: New Notes and/or Existing Notes to:
Issue: New Notes and/or Existing Notes to: Name(s)_________________________________________
(Please Type or Print)
Name(s)______________________________________
(Please Type or Print) ________________________________________________
(Please Type or Print)
_____________________________________________
(Please Type or Print) Address_________________________________________
Address______________________________________
________________________________________________
(Zip Code)
_____________________________________________
(Zip Code)
_____________________________________________
(Employer Identification or Social Security Number)
Credit unexchanged Existing Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set
forth below.
_____________________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
- ------------------------------------------------------- ---------------------------------------------------------
IMPORTANT: EITHER (1) (A) THIS LETTER OF TRANSMITTAL (OR A FACSIMILE
HEREOF) TOGETHER WITH CERTIFICATES REPRESENTING EXISTING NOTES OR (B) A
BOOK-ENTRY CONFIRMATION INCLUDING BY MEANS OF AN AGENT'S MESSAGE, MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, OR (2) THE TENDERING
HOLDER MUST COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES SET FORTH HEREIN. BY
TENDERING THROUGH ATOP, DTC PARTICIPANTS WILL EXPRESSLY ACKNOWLEDGE RECEIPT OF
THIS LETTER OF TRANSMITTAL AND AGREE TO BE BOUND BY ITS TERMS AND THE ISSUER
WILL BE ABLE TO ENFORCE SUCH AGREEMENT AGAINST SUCH DTC PARTICIPANTS.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
7
- ---------------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
___________________________________________________ _____________________________________ 1997
___________________________________________________ _____________________________________ 1997
___________________________________________________ _____________________________________ 1997
Signature(s) of Owner Date
Area Code and Telephone Number__________________________________
If a holder is tendering any Existing Notes, this Letter of Transmittal must
be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Existing Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity________________________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Employer Identification or Social Security No.__________________________________
(Please complete Substitute Form W-9)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTIONS 3)
Signature(s) Guaranteed by an Eligible Institution:
Authorized Signature____________________________________________________________
Title___________________________________________________________________________
Name and Firm___________________________________________________________________
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. SIGNATURE GUARANTIES.
All Signatures on this Letter of Transmittal must be guaranteed by a
financial institution that is a member of the Securities Transfer Agents
Medallion Program, the Stock Exchange Medallion Program or the New York Stock
Exchange, Inc. ("NYSE") Medallion Signature Program (each of the foregoing being
referred to as an "Eligible Institution"), unless the Existing Notes tendered
hereby are tendered (i) by a registered holder of Existing Notes (or by a DTC
Participant whose name appears on a security position listing as the owner of
such Existing Notes) who has not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Issuance Instructions" on
this Letter of Transmittal, or (ii) for the account of an Eligible Institution.
If the Existing Notes are registered in the name of a person other than the
signer of this Letter of Transmittal or if Existing Notes not accepted for
exchange or not tendered are to be returned to a person other than the
registered holder, then the signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution as described above. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND EXISTING NOTES.
This Letter of Transmittal is to be completed by holders of Existing
Notes to accept the Exchange Offer if: (i) tender of Existing Notes is to be
made by DTC Participants through ATOP, for which the transaction is eligible,
pursuant to the procedures set forth in the Prospectus under the caption
"Procedures for Tendering Existing Notes--Tendering Existing Notes--Notes held
through DTC"; (ii) certificates representing Existing Notes are to be physically
delivered to the Exchange Agent herewith by such holders, pursuant to the
procedures set forth in the Prospectus under the caption "Procedures for
Tendering Existing Notes--Tendering Existing Notes--Notes held by Holders"; or
(iii) tender of Existing Notes is to be made according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "Procedures
for Tendering Existing Notes--Guaranteed Delivery Procedures." NOTWITHSTANDING
THE FOREGOING, VALID ACCEPTANCE OF THE TERMS OF THE EXCHANGE OFFER MAY BE
EFFECTED BY A DTC PARTICIPANT TENDERING EXISTING NOTES THROUGH ATOP WHERE THE
EXCHANGE AGENT RECEIVES AN AGENT'S MESSAGE PRIOR TO THE EXPIRATION DATE.
ACCORDINGLY, SUCH DTC PARTICIPANT MUST ELECTRONICALLY TRANSMIT ITS ACCEPTANCE TO
DTC THROUGH ATOP, AND THEN DTC WILL EDIT AND VERIFY THE ACCEPTANCE, EXECUTE A
BOOK-ENTRY DELIVERY TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND SEND AN AGENT'S
MESSAGE TO THE EXCHANGE AGENT FOR ITS ACCEPTANCE. BY TENDERING THROUGH ATOP, DTC
PARTICIPANTS WILL EXPRESSLY ACKNOWLEDGE RECEIPT OF THIS LETTER OF TRANSMITTAL
AND AGREE TO BE BOUND BY ITS TERMS AND THE ISSUER WILL BE ABLE TO ENFORCE SUCH
AGREEMENT AGAINST SUCH DTC PARTICIPANTS.
In order to validly tender Existing Notes pursuant to the Exchange
Offer, either (i) (A) this Letter of Transmittal, or a facsimile hereof,
together with certificates representing Existing Notes, or (B) a Book-Entry
Confirmation, including by means of an Agent's Message, of the transfer into the
Exchange Agent's account at DTC of all Existing Notes delivered electronically
must be received by the Exchange Agent at its address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date, together with all other
required documents, or (ii) the tendering holder must comply with the guaranteed
delivery procedures set forth below. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If a holder or DTC Participant desires to tender Existing Notes pursuant
to the Exchange Offer and time will not permit this Letter of Transmittal,
certificates representing such Existing Notes and all other required documents
to reach the Exchange Agent, or the procedures for book-entry transfer,
including those with respect to tenders through ATOP, cannot be completed, prior
to the Expiration Date, such holder or DTC Participant, as the case may be, must
tender such Existing Notes pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Guaranteed Delivery Procedures." 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 Issuer, must be received by the Exchange Agent either by
hand delivery, mail, facsimile transmission or overnight courier, prior to the
Expiration Date; and (iii) within three NYSE trading days after the date of the
execution of the Notice of Guaranteed Delivery, (A) holders must deliver to the
Exchange Agent a properly completed and
9
duly executed Letter of Transmittal, as well as the certificate(s) representing
all tendered Existing Notes in proper form for transfer, and all other documents
required by the Letter of Transmittal, or (B) DTC Participants must effect a
Book-Entry Confirmation, including through ATOP by means of an Agent's Message,
of the transfer of such Existing Notes into the Exchange Agent's account at DTC
as set forth in the Prospectus.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY
ACCEPTANCE OR AGENT'S MESSAGE TRANSMITTED 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 Exchange Agent
prior to the Expiration Date. Except as otherwise provided in this Instruction
2, delivery will be deemed made only when actually received by the Exchange
Agent.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders, by execution of this Letter of Transmittal (or a facsimile
hereof), waive any right to receive any notice of the acceptance of their
Existing Notes for exchange.
3. INADEQUATE SPACE.
If the space provided herein is inadequate, the certificate numbers
and/or the principal amount represented by Existing Notes should be listed on a
separate signed schedule attached hereto.
4. PARTIAL TENDERS.
Tenders of Existing Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof. In the case of a partial tender
of Existing Notes, as soon as practicable after the Expiration Date, new
certificates for the remainder of the Existing Notes that were evidenced by such
holder's old certificates will be issued in the name of and sent to such holder,
unless otherwise provided in the appropriate "special instruction" box or boxes
on this Letter of Transmittal. Unless otherwise indicated in the table entitled
"Description of Existing Notes" under the column heading "Principal Amount
Tendered," the entire principal amount that is represented by Existing Notes
delivered to the Exchange Agent will be deemed to have been tendered.
5. SIGNATURES ON LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER AND
ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder of the
Existing Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without alteration, enlargement
or any change whatsoever. If this Letter of Transmittal is signed by a DTC
Participant whose name is shown as the owner of the Existing Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Existing Notes.
If any tendered Existing Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Existing Notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of the
Letter of Transmittal as there are different registrations or certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Existing Notes specified herein and tendered hereby, no
endorsements of Existing Notes or separate instruments of transfer are required.
If, however, the New Notes are to be issued, or any tendered Existing Notes are
to be reissued, to a person other than the registered holder, then signatures on
such Existing Notes or instruments of transfer are required and must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.
10
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
agents, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Issuer, proper evidence satisfactory to the Issuer of their
authority to so act must be submitted.
IF THIS LETTER OF TRANSMITTAL IS SIGNED OTHER THAN BY THE REGISTERED
HOLDER(S) OF THE EXISTING NOTES LISTED, THE EXISTING NOTES MUST BE ENDORSED OR
ACCOMPANIED BY AN APPROPRIATE WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER, IN
EITHER CASE SIGNED EXACTLY AS THE NAME OR NAMES OF THE REGISTERED HOLDER(S)
APPEAR ON THE EXISTING NOTES AND SIGNATURE(S) ON SUCH EXISTING NOTES OR
INSTRUMENTS OF TRANSFER ARE REQUIRED AND MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, UNLESS THE SIGNATURE IS THAT OF AN ELIGIBLE INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Existing Notes should indicate in the applicable
box the name and address to which New Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Existing Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Holders tendering Existing Notes by book-entry transfer may
request that Existing Notes not exchanged be credited to such account maintained
at DTC as such holder may designate hereon. If no such instructions are given,
such Existing Notes exchanged will be returned to the name and address of the
person signing this Letter of Transmittal.
7. TRANSFER TAXES.
Holders who tender their Existing Notes for exchange will not be
obligated to pay any transfer taxes in connection therewith, except that holders
who instruct the Issuer to register New Notes in the name of, or request that
Existing Notes not tendered or not accepted in the Exchange Offer be returned
to, a person other than the registered tendering holder will be responsible for
the payment of any applicable transfer tax thereon. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Existing Notes specified in this Letter
of Transmittal.
8. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive satisfaction of any or
all conditions enumerated herein or in the Prospectus.
9. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Existing Notes, by execution of this Letter
of Transmittal, shall waive the right to receive notice of the acceptance of
their Existing Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Existing Notes nor shall any of them incur any liability for failure to give any
such notice.
10. MUTILATED, LOST, STOLEN OR DESTROYED EXISTING NOTES.
Any holder whose Existing Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
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11. WITHDRAWAL OF TENDERS.
Tenders of Existing Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Existing Notes to be effective, a
letter, telex, telegram or facsimile transmission notice of withdrawal must be
received by the Exchange Agent at its address set forth above prior to 5:00
p.m., New York City time, on the Expiration Date. Any such notice of withdrawal
by a DTC Participant must contain the name and number of the DTC Participant,
the principal amount due at the stated maturity of Existing Notes to which such
withdrawal related and the signature of the DTC Participant. Any such notice of
withdrawal by a holder of Existing Notes must (i) specify the name of the person
who tendered the Existing Notes to be withdrawn, (ii) contain a description of
the Existing Notes to be withdrawn (including the certificate number or numbers
and principal amount due at the stated maturity of such Existing Notes) and
(iii) be signed by the holder of such Existing Notes in the same manner as the
original signature on this Letter of Transmittal (including any required
signature guaranties), or be accompanied by (x) documents of transfer in a form
acceptable to the Issuer, in its sole discretion and (y) a properly completed
irrevocable proxy that authorized such person to effect such revocation on
behalf of such holder. Any Existing Notes so withdrawn will be deemed not to
have been validly tendered for exchange for purposes of the Exchange Offer. Any
Existing Notes which have been tendered for exchange but which are not exchanged
for any reason will be returned to the holder thereof without cost to such
holder as soon as practicable after withdrawal, rejection of tender, or
termination of the Exchange Offer. Properly withdrawn Existing Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 p.m., New York City time, on the Expiration Date.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
IMPORTANT: IN ORDER TO VALIDLY TENDER EXISTING NOTES PURSUANT TO THE
EXCHANGE OFFER, EITHER (I) (A) THIS LETTER OF TRANSMITTAL (OR A FACSIMILE
HEREOF), TOGETHER WITH CERTIFICATES REPRESENTING EXISTING NOTES, OR (II) A
BOOK-ENTRY CONFIRMATION, INCLUDING BY MEANS OF AN AGENT'S MESSAGE, MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE, TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, OR (II) THE
TENDERING HOLDER MUST COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES SET FORTH
HEREIN.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of New Notes is required
to provide the Issuer (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding to prevent backup withholding on
each payment in respect of interest thereon or gross proceeds thereof. If a
holder of New Notes is an individual, the TIN is such holder's social security
number. If the Issuer is not provided with the correct TIN, the holder of
Existing Notes and the holder of New Notes may be subject to a $50 penalty
imposed by the Internal Revenue Service ("IRS"). Accordingly, each prospective
holder of New Notes to be issued pursuant to Special Issuance Instructions
should complete the attached Substitute Form W-9.
Certain holders of New Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt prospective holders of New Notes should indicate
their exempt status on Substitute Form W-9. A foreign individual may qualify as
an exempt recipient by submitting to the Issuer, through the Exchange Agent, a
properly completed IRS Form W-8 (which the Exchange Agent will provide upon
request) signed under penalty of perjury, attesting to the holder's exempt
status. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
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If backup withholding applies, the Issuer is required to withhold 31% of
any payment made to the holder of New Notes or other payee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are to be made with
respect to New Notes, each prospective holder of New Notes to be issued pursuant
to Special Issuance Instructions should provide the Issuer, through the Exchange
Agent, with either: (i) such prospective holder's correct TIN by completing the
form below certifying that the TIN provided on Substitute Form W-9 is correct
(or that such prospective holder is awaiting a TIN) and that (A) such
prospective holder has not been notified by the Internal Revenue Service that he
or she is subject to backup withholding as a result of a failure to report all
interest or dividends or (B) the Internal Revenue Service has notified such
prospective holder that he or she is no longer subject to backup withholding; or
(ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of New Notes is required to give the Exchange
Agent the TIN (e.g., social security number or employer identification number)
of the prospective record owner of the New Notes. If the New Notes will be held
in more than one name or are not held in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance regarding which number to report.
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- -------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: USI AMERICAN HOLDINGS, INC.
- -------------------------------------------------------------------------------------------------------------------------------
Part 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT RIGHT | |
AND CERTIFY BY SIGNING AND | |
DATING BELOW
OR
Employer Identification Number
SUBSTITUTE |
|
--------------------------------------------------------------------------------------
Form W-9
--------------------------------------------------------------------------------------
Part 2 -- Certification -- Under Penalties of Perjury, I certify that (1) The number
shown on this form is my current taxpayer identification number (or I am waiting for a
number to be issued to me) and (2) I am not subject to backup withholding either because
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 the IRS has notified me that I am no longer subject to backup withholding.
--------------------------------------------------------------------------------------
----------------------------------------------------
Part 3 --
Awaiting TIN -> |_|
----------------------------------------------------
Department of the Treasury, Certificate Instructions -- You must cross out item (2) in Part 2 above if you have been
Internal Revenue Service notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS
that you are subject to backup withholding you receive another notification from the IRS
stating that you are no longer subject to backup withholding, do not cross out item (2).
Payer's Request for Taxpayer SIGNATURE -> DATE ->
------------------------------- -------------------------
Identification Number (TIN)
- -------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE 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 SUCH AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND
THAT, IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER TO THE PAYER WITHIN
SIXTY (60) DAYS, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE
WITHHELD UNTIL I PROVIDE SUCH A NUMBER.
________________________________________ ____________________________, 1997
SIGNATURE DATE
- --------------------------------------------------------------------------------
14