Exhibit 99.1
LETTER OF TRANSMITTAL
U.S. INDUSTRIES, INC.
USI GLOBAL CORP.
USI AMERICAN HOLDINGS, INC.
OFFER FOR ALL OUTSTANDING
7-1/8% SENIOR NOTES DUE 2003
IN EXCHANGE FOR
SERIES B 7-1/8% SENIOR NOTES DUE 2003,
EACH SERIES UNCONDITIONALLY GUARANTEED BY
USI ATLANTIC CORP.
PURSUANT TO THE PROSPECTUS, DATED MAY __, 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE __, 1999 (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BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY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
THE FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Registered or Certified Mail:
The First Chicago Trust Company of New York,
as Exchange Agent
Corporate Actions, Suite 4660
P.O. Box 2569
Jersey City, New Jersey 07303-2569
By Federal Express or Courier:
First Chicago Trust Company of New York
Corporate Actions, Suite 4680
14 Wall St., 8th Floor
New York, New York 10005
By Hand:
First Chicago Trust Company of New York
c\o Securities Transfer and Reporting
Services Inc.
Attn: Corporate Actions
100 William Street
New York, New York 10038
Facsimile: By Telephone:
(201) 222-4720 (201) 222-4707
Delivery of this instrument to an address other than as set forth
above will not constitute a valid delivery.
The undersigned acknowledges that he or she has received the
prospectus, dated May __, 1999 (the "Prospectus"), of U.S. Industries, Inc.
("USI"), USI Global Corp. ("USI Global") and USI American Holdings, Inc.
("USIAH," and together with USI and USI Global, the "Issuers"), each a Delaware
corporation, and this Letter of Transmittal (the "Letter"), which together
constitute the Issuers' offer (the "Exchange Offer") to exchange an aggregate
NY2:\375763\03\81xv03!.DOC\78595.0012
principal amount at maturity of up to $250,000,000 of 7-1/8% Senior Notes due
2003 (the "Registered Notes") of the Issuers for a like principal amount at
maturity of the issued and outstanding 7-1/8% Senior Notes due 2003 (the "Old
Notes") from the holders thereof.
For each Old Note accepted for exchange, the holder of such Old Note
will receive a Registered Note having a principal amount at maturity equal to
that of the surrendered Old Note. Holders whose Old Notes are accepted for
exchange will receive accrued interest thereon to, but not including, the date
of issuance of such Registered Notes, such interest to be payable with the first
interest payment on the Registered Notes. Interest on the Registered Notes will
accrue from their respective dates of issuance. Holders of Old Notes accepted
for exchange will be deemed to have waived the right to receive any other
payments or interest on the Old Notes. The Issuers reserve the right, at any
time or from time to time, to extend the Exchange Offer at their discretion, in
which event the term "Expiration Date" shall mean the latest time and date to
which the Exchange Offer is extended. The Issuers shall notify the holders of
the Old 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.
This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Notes, if available, is to be made by book-entry transfer to the account
maintained by The First Chicago Trust Company of New York (the "Exchange Agent")
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in "Tendering Old Notes-Notes Held Through DTC" section
of the Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "Tendering Old Notes-Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount at
maturity of Old Notes should be listed on a separate signed schedule affixed
hereto.
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- --------------------------------------------------------- -------------- ------------------ ---------------
DESCRIPTION OF OLD NOTES 1 2 3
- --------------------------------------------------------- -------------- ------------------ ---------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* AT MATURITY AT MATURITY
OF OLD NOTES TENDERED**
- --------------------------------------------------------- -------------- ------------------ ---------------
TOTAL
- --------------------------------------------------------- -------------- ------------------ ---------------
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered All of the Old
Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered
hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See
Instruction 1.
- -----------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
------------------------------------------------------------------
Account Number ______________ Transaction Code Number___________________________________________
[ ] CHECK HERE IF TENDERED OLD 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)_______________________________________________________________
Widow Ticket Number (if any)__________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________________________________
Date of Institution which guaranteed delivery_________________________________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number ____________ Transaction Code Number___________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
1. Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Issuers all right,
title and interest in and to such Old Notes as are being tendered hereby.
2. The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Issuers will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Issuers. The
undersigned hereby further represents that any Registered Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Registered Notes, whether or not
such person is the undersigned, that neither the holder of such Old Notes nor
any such other person is engaging in or intends to engage in a distribution of
such Registered Notes, that neither the holder of such Old Notes nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Registered Notes and that neither the holder of such
Old Notes nor any such other person is an "affiliate," as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Issuers.
3. The undersigned also acknowledges that the Exchange Offer is being made in
reliance on an interpretation, made to third parties, by the staff of the
Securities and Exchange Commission (the "SEC") that the Registered Notes issued
in exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Issuers within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Registered Notes are acquired in the ordinary course of such holders' business,
such holders are not engaging in and do not intend to engage in the distribution
of such Registered Notes and such holders have no arrangements with any person
to participate in the distribution of such Registered Notes. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Registered Notes. If the
undersigned is a broker-dealer that will receive Registered Notes for its own
account in exchange for Old 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 Registered Notes. However, 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.
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4. The undersigned may, if, and only if, it would not receive freely tradeable
Registered Notes in the Exchange Offer or is not eligible to participate in the
Exchange Offer, elect to have its Old Notes registered in the shelf registration
described in the Registration Rights Agreement, dated as of October 22, 1998,
among the Issuers, Credit Suisse First Boston Corporation, BT Alex. Brown
Incorporated and NationsBanc Montgomery Securities LLC (the "Registration Rights
Agreement") in the form filed as Exhibit 4.3 to the Registration Statement of
the Issuers, Registration No. 333-70537. Capitalized terms used in this
paragraph 4 and not otherwise defined herein shall have the meanings given them
in the Registration Rights Agreement. Such election may be made by checking the
box under "Special Registration Instructions" below. By making such election,
the undersigned agrees, as a holder of Old Notes participating in a Shelf
Registration, to comply with the Registration Rights Agreement and to indemnify
and hold harmless each Initial Purchaser and each person, if any, who controls
any Initial Purchaser within the meaning of either Section 15 of the Securities
Act or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and each of the Issuers and the Guarantor, each director and
officer of each of the Issuers and the Guarantor and each person, if any, who
controls any of them within the meaning of either such Section, from and against
any losses, claims, damages and liabilities or any actions in respect thereof,
to which such Initial Purchaser or any controlling person of such Initial
Purchaser, and the Issuers, the Guarantors or any of its directors, officers or
controlling persons may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon
any omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Issuers and the Guarantor by or on behalf of the undersigned
specifically for inclusion therein; and shall reimburse, as incurred, the
Issuers and the Guarantor for any legal or other expenses reasonably incurred by
the Issuers, the Guarantor or any director, officer or controlling person of any
of them in connection with the investigation or defending or preparing to defend
against or appearing as a third-party witness in connection with any loss,
claim, damage, liability or action in respect thereof. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provisions of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.
5. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
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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 "Tendering Old Notes--Withdrawal Rights"
section of the Prospectus. See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Registered Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Registered Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
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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, THE PROSPECTUS SHALL
PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be issued in the name of someone other than the person
or persons whose signature(s) appear(s) on this Letter below, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.
Issue: Registered Notes and/or Old Notes to:
Name(s).........................................................................
(Please Type or Print)
.................................................................................
(Please Type or Print)
Address.........................................................................
.................................................................................
(Zip Code)
(COMPLETE SUBSTITUTE FORM W-9)
Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below.
(Book-Entry Transfer Facility
Account Number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Registered Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter below or to such person or persons
at an address other than shown in the box entitled "Description of Old Notes" on
this Letter above.
Mail: Registered Notes and/or Old Notes to:
Name(s).........................................................................
(Please Type or Print)
.................................................................................
(Please Type or Print)
Address.........................................................................
.................................................................................
(Zip Code)
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SPECIAL REGISTRATION INSTRUCTIONS
(See Paragraph 4 above)
To be completed ONLY IF (i) the undersigned satisfies the conditions
set forth in paragraph 4 above, (ii) the undersigned elects to register its Old
Notes in the shelf registration described in the Registration Rights Agreement,
and (iii) the undersigned agrees to comply with the Registration Rights
Agreement and to indemnify certain entities and individuals as set forth in
paragraph 4 above.
By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old Notes registered in a shelf registration in accordance
with the Registration Rights Agreement, (ii) elects to have its Old Notes
registered pursuant to the shelf registration described in the Registration
Rights Agreement, and (iii) agrees to comply with the Registration Rights
Agreement and to indemnify certain entities and individuals identified in, and
to the extent provided in, paragraph 4 above.
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
x , 1999
---------------------------------------- ----------------
x , 1999
---------------------------------------- ----------------
x , 1999
---------------------------------------- ----------------
Signature(s) of Owner Date
Area Code and Telephone Number___________________________
If a holder is tendering any Old Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Old Notes or by any person(s) authorized to become registered holder(s) by
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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 Number.........................................................
(Please complete Substitute Form W-9, if
applicable. See "Important Tax Information" below)
SIGNATURE GUARANTEE (if required
by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:.......................................................
(Authorized Signature)
................................................................................
(Title)
................................................................................
(Name and Firm)
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INSTRUCTIONS
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "Tendering
Old Notes - Notes Held by DTC" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile thereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount at maturity
of $1,000 or any integral multiple thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "Tendering Old Notes--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York
City time, on the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Letter (or a
facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Issuers (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the holder of Old Notes and the amount of
Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Old Notes, in proper form
for transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, must be received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.
THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIMES SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
11
CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD
BE SENT TO THE ISSUERS.
See "The Exchange Offer" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Old Notes to be tendered in the box above
entitled "Description of Old Notes--Principal Amount at Maturity Tendered." A
reissued certificate representing the balance of nontendered Old Notes of a
tendering holder who physically delivered Old Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the Registered Notes are to
be issued, or any untendered Old Notes are to be reissued, to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificate(s)
or bond powers must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificates 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) or bond powers must be
guaranteed by an Eligible Institution.
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If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must be
submitted with this Letter.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program (each an
"Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter need not be guaranteed by an Eligible
Institution if (A) the Old Notes are tendered (i) by a registered holder of Old
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the holder of such Old Notes) who has not completed the box
entitled "Special Issuance Instructions" on this Letter, or (ii) for the account
of an Eligible Institution and (B) the box entitled "Special Registration
Instructions" on this Letter has not been completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box
the name and address to which Registered Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Notes not exchanged are to
be issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Noteholders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such noteholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address of the person signing this Letter.
5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Registered Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Notes tendered hereby, or if tendered Old
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Old Notes to the Issuers or their order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
13
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.
6. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Although the Issuers intend to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Issuers, the
Exchange Agent nor any other person shall incur any liability for failure to
give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact The First National Bank of Chicago at (312) 336-9436
for further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old 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 Old Notes to be effective, a written 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 must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes), (iii) be signed by the holder
in the same manner as the original signature on this Letter by which such Old
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the trustee under the
Indenture pursuant to which the Old Notes were issued register the transfer of
such Old Notes into the name of the person withdrawing the tender, and (iv)
specify the name in which any such Old Notes are to be registered, if different
from that of the Depositor. Any Old Notes so properly withdrawn will be deemed
not to have been validly tendered for exchange for purposes of the Exchange
Offer. Any Old 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
14
termination of the Exchange Offer. Properly withdrawn Old 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.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Issuers in their sole discretion, which determination will be final and
binding. The Issuers reserve the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Issuers' acceptance of which would,
in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve
the right to waive any defects, irregularities, or conditions of tender as to
particular Old Notes. The Issuers' interpretation of the terms and conditions of
the Exchange Offer (including the instructions of this Letter) will be final and
binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and other related documents
may be directed to the Exchange Agent, at the address and telephone number
indicated above.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Registered Notes is
required to provide the Issuers (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 any
Registered Notes delivered pursuant to the Exchange Offer and any payments
received in respect of the Registered Notes. If a holder of Registered Notes is
an individual, the TIN is such holder's social security number. If the Issuers
are not provided with the correct taxpayer identification number, a holder of
Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue
Service. Accordingly, each prospective holder of Registered Notes to be issued
pursuant to Special Issuance Instructions should complete the attached
Substitute Form W-9. The Substitute Form W-9 need not be completed if the box
entitled Special Issuance Instructions has not been completed.
Certain holders of Registered Notes (including, among others, all
corporation and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective holders of Registered
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Issuers,
through the Exchange Agent, a properly completed Internal Revenue Service 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 Issuers are required to withhold 31%
of any payment made to the holder of Registered 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 Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any Registered Notes delivered
pursuant to the Exchange Offer and any payments received in respect of the
Registered Notes, each prospective holder of Registered Notes to be issued
pursuant to Special Issuance Instructions should provide the Issuers, 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 Registered Notes to be issued pursuant to
Special Issuance Instructions 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 Registered Notes. If the Registered 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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============================================= =================================================== =================================
PAYORS' NAME: U.S. INDUSTRIES, INC.
USI GLOBAL CORP. AND
USI AMERICAN HOLDINGS, INC.
- --------------------------------------------- --------------------------------------------------- ---------------------------------
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW _________________________________
Social Security Number(s)
OR
---------------------------------
Employer Identification Number(s)
DEPARTMENT OF THE TREASURY
---------------------------------------------------
INTERNAL REVENUE SERVICE PART 2 - CERTIFICATION -- Under Penalties of PART 3 [ ]
Perjury I certify that:
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN) (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 AWAITING TIN
(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.
- --------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you are subject to backup withholding you receive
another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE DATE
----------------------------- ---------------------
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED NOTES TO BE ISSUED
PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND
RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF THE
REGISTERED NOTES DELIVERED TO YOU PURSUANT TO THE EXCHANGE OFFER AND
ANY PAYMENTS RECEIVED BY YOU IN RESPECT OF THE REGISTERED NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOUCHECKED 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 within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
, 1999
- --------------------------------------- -----------------------------------
Signature Date
===================================================================================================================================
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