EXHIBIT 99.1
LETTER OF TRANSMITTAL
GERDAU AMERISTEEL CORPORATION AND GUSAP PARTNERS
Offer for all Outstanding 10 3/8% Senior Notes due 2011
in Exchange for 10 3/8% Senior Notes due 2011
Which Have Been Registered Under the U.S. Securities Act of 1933, as Amended,
and Qualified under the Securities Act (Ontario)
Pursuant to the Prospectus, dated o, 2003 (the "Prospectus")
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| THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON |
| o, 2004 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE |
| WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. |
- --------------------------------------------------------------------------------
DELIVERY TO: SouthTrust Bank, Exchange Agent
By Hand Before 5:00 p.m.: By Registered or Certified Mail:
SouthTrust Bank SouthTrust Bank
110 Office Park Drive 110 Office Park Drive
2nd Floor 2nd Floor
Attn: Bond Holder Services Attn: Bond Holder Services
Mail Code: A-001-OB-0201 Mail Code: A-001-OB-0201
Birmingham, AL 35223 Birmingham, AL 35223
For Information Call:
(205) 254-5895
By Facsimile Transmission
(for Eligible Institutions only):
(205) 581-8983
Confirm by Telephone:
(205) 254-5895
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED
TO THEM IN THE PROSPECTUS.
The undersigned acknowledges that he or she has received the
Prospectus, dated o, 2003, of Gerdau Ameristeel Corporation and GUSAP Partners
(collectively, the "Issuers"), and this Letter of Transmittal (the "Letter"),
which together constitute the Issuers' offer (the "Exchange Offer") to exchange
an aggregate principal amount of up to US$405,000,000 of the Issuers' 10 3/8%
Senior Notes due 2011 (the "Exchange Notes") which have been: (i) registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"); and
(ii) qualified under the Securities Act (Ontario), for a like principal amount
of the Issuers' issued and outstanding 10 3/8% Senior Notes due 2011 (the
"Existing Notes") from the registered holders thereof (the "Holders").
For each Existing Note accepted for exchange, the Holder of the
Existing Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Existing Note. The Exchange Notes will evidence the same
indebtedness as, and will replace, the Existing Notes tendered in exchange
therefor. Holders of Existing Notes whose Existing Notes are accepted for
exchange will not receive any payment for accrued interest on the Existing Notes
at the time of exchange. Registered Holders of Exchange Notes will be entitled,
on the relevant record date for the first interest payment date following the
completion of the Exchange Offer, to receive interest accruing from the most
recent date to which interest has been paid in respect of the Existing Notes.
This Letter is to be completed by a Holder of Existing Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Existing Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Book-Entry
Transfer" section of the Prospectus and an agent's message is not delivered.
Tenders by book-entry transfer may also be made by delivering an agent's message
in lieu of this Letter. The term "agent's message" means a message, transmitted
by DTC to, and received by, the Exchange Agent and forming a part of a
Book-Entry Confirmation (as defined below), which states that DTC has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by this Letter
and that the Issuers may enforce this Letter against such participant. Holders
of Existing Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender of
their Existing Notes into the Exchange Agent's account at DTC (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 Existing Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1.
DELIVERY OF DOCUMENTS TO DTC 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.
2
List below the Existing Notes to which this Letter 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.
DESCRIPTION OF EXISTING NOTES
- ------------------------------------------------------------------------------------------------------------
| | 1 | 2 | 3 |
|------------------------------------------------------+-----------------+----------------+----------------|
| | | AGGREGATE | |
| | | PRINCIPAL | |
| | | AMOUNT OF | PRINCIPAL |
| NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) | CERTIFICATE | EXISTING | AMOUNT |
| (PLEASE FILL IN, IF BLANK) | NUMBER(S)* | NOTES | TENDERED** |
|------------------------------------------------------+-----------------+----------------+----------------|
| | | | |
|------------------------------------------------------+-----------------+----------------+----------------|
| | | | |
|------------------------------------------------------+-----------------+----------------+----------------|
| | | | |
|------------------------------------------------------+-----------------+----------------+----------------|
| | TOTAL | | |
- ------------------------------------------------------------------------------------------------------------
* Need not be completed if Existing 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 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 US$1,000 and any integral multiple
thereof. See Instruction 1.
[ ] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
-----------------------------------------------------------------------------
Account Number Transaction Code Number
------------------------------------ ------------------------------
By crediting the Existing Notes to the Exchange Agent's account at DTC's Automated Tender Offer Program
("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer, including
transmitting a computer generated agent's message, the participant in DTC confirms on behalf of itself
and the beneficial owners of such Existing Notes all provisions of this Letter (including all
representations and warranties) applicable to it and such beneficial owner as fully as if it had
completed the information required herein and executed and transmitted this Letter to the Exchange Agent.
The term "agent's message" means a message, transmitted to DTC and received by the Exchange Agent and
forming part of a book-entry transfer, in which the Holder of the Existing Notes acknowledges and agrees
to be bound by the terms of, and makes the representations and warranties contained in, this Letter and
acknowledges that the Issuers may enforce this Letter against such Holder.
[ ] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
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 Institution Which Guaranteed Delivery
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number
----------------------------------- -------------------------------
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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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 Exchange Notes. If the undersigned is a broker-dealer
that will receive Exchange 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 such Existing
Notes were acquired by such broker-dealer as a result of market-making or other trading activities and,
that it must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction, including the delivery of a prospectus that contains information
with respect to any selling holder required by the Securities Act in connection with any resale of the
Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Notes, it represents that the Existing Notes to
be exchanged for the Exchange Notes were acquired as a result of market-making activities or other
trading activities.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount of
Existing Notes indicated above. For each Existing Note accepted for exchange,
the Holder of the Existing Note will receive an Exchange Note having a principal
amount equal to that of the surrendered Existing Note. The Exchange Notes will
evidence the same indebtedness as, and will replace, the Existing Notes tendered
in exchange therefore. Subject to, and effective upon, the acceptance for
exchange of the Existing Notes tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Existing Notes as are being tendered
hereby in exchange for Exchange Notes having a principal amount equal to that of
such tendered Existing Notes.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Existing Notes, with full power of substitution,
among other things, to cause the Existing Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Existing
Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered
Existing Notes, and that, when the same are accepted for exchange, 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 Exchange Notes
acquired in exchange for Existing Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the undersigned, that neither the Holder of such
Existing Notes nor any such other person is participating in, intends to
participate in or has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes and that neither the
Holder of such Existing Notes nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Issuers.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange 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 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 Exchange Notes are acquired
in the ordinary course of such Holders' business and such Holders have no
arrangement with any person to participate in the distribution of such Exchange
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Issuers, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Existing
Notes, it represents that the Existing Notes to be exchanged for the Exchange
Notes were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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 Existing 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, 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
5
undersigned. This tender may be withdrawn only in accordance with the procedures
set forth in "The Exchange Offer -- Withdrawal Rights" section of the
Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the Issuers will deliver the Exchange Notes (and, if
applicable, substitute certificates representing Existing Notes for any Existing
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Existing Notes, the Issuers will credit the account
indicated above maintained at DTC. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, the Issuers will send
the Exchange Notes (and, if applicable, substitute certificates representing
Existing Notes for any Existing Notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Existing Notes."
If the undersigned is not a broker-dealer, the undersigned represents
that it is not an affiliate of the Issuers, it acquired the Exchange Notes in
the ordinary course of its business, it is not engaged in, and does not intend
to engage in, a distribution of Exchange Notes and it has no arrangements or
understandings with any person to participate in a distribution of the Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Existing Notes, it represents that the
Existing Notes to be exchanged for Exchange Notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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 To be completed ONLY if certificates for Existing
Notes not exchanged and/or Exchange Notes are to be Notes not exchanged and/or Exchange Notes are to be
issued in the name of and sent to someone other than sent to someone other than the person or persons
the person or persons whose signature(s) appear(s) on whose signature(s) appear(s) on this Letter above, or
this Letter above, or if Existing Notes delivered by to such person or persons at an address other than
book-entry transfer which are not accepted for shown in the box entitled "Description of Existing
exchange are to be returned by credit to an account Notes" on this Letter above.
maintained at DTC other than the account indicated
above. Mail Exchange Notes and/or Existing Notes to:
Issue Exchange 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/POSTAL CODE)
_____________________________________________________
(ZIP/POSTAL CODE)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Existing Notes delivered by
book-entry transfer to the DTC account set
forth below.
_____________________________________________________
DTC
ACCOUNT NUMBER (IF APPLICABLE)
- ------------------------------------------------------- -------------------------------------------------------
7
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
(TOGETHER WITH THE CERTIFICATES FOR EXISTING NOTES OR A BOOK-ENTRY CONFIRMATION
AND ALL OTHER REQUIRED DOCUMENTS OR, IF APPLICABLE, 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.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
X ________________________________________________ _________________________
(SIGNATURE(s) OF HOLDER) (DATE)
X ________________________________________________ _________________________
(SIGNATURE(s) OF HOLDER) (DATE)
Area Code and Telephone Number _________________________________________________
If a Holder is tendering any Existing Notes, this Letter must be signed by
the Holder(s) as the name(s) appear(s) on the certificate(s) for the Existing
Notes or by any person(s) authorized to become Holder(s) by endorsements and
documents transmitted herewith. In such circumstances, the Letter must be
accompanied by a written instrument of transfer or exchange in satisfactory form
duly executed by the Holder with the signature guaranteed by an Eligible
Institution (as defined herein) pursuant to procedures set for in "The Exchange
Offer -- Procedures for Tendering" section of the Prospectus. 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/POSTAL CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: _______________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME AND FIRM)
Dated: _________________________________________________________________________
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
OFFER FOR THE 10 3/8% SENIOR NOTES DUE 2011 OF GERDAU AMERISTEEL CORPORATION
AND GUSAP PARTNERS IN EXCHANGE FOR THE 10 3/8%
SENIOR NOTES DUE 2011 OF GERDAU AMERISTEEL CORPORATION AND GUSAP PARTNERS
WHICH HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
AND QUALIFIED UNDER THE SECURITIES ACT (ONTARIO)
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by Holders of Existing 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 "The Exchange
Offer -- Book-Entry Transfer" section of the Prospectus and an agent's message
is not delivered. Tenders by book-entry transfer may also be made by delivering
an agent's message in lieu of this Letter. The term "agent's message" means a
message, transmitted to DTC and received by the Exchange Agent and forming a
part of a Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from the tendering Holder, which acknowledgement states that such
Holder has received and agrees to be bound by the terms of, and makes the
representations and warranties contained in, this Letter and acknowledges that
the Issuers may enforce this Letter against such Holder. Certificates for all
physically tendered Existing Notes, or Book-Entry Confirmation, as the case may
be, as well as a properly completed and duly executed Letter (or manually signed
facsimile or agent's message in lieu thereof) 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 guarantee delivery procedure set forth below. Existing Notes tendered
hereby must be in denominations of principal amount of US$1,000 and any integral
multiple thereof.
Holders whose certificates for Existing 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 Existing Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined herein), (ii) 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 of Transmittal (or
facsimile thereof or an agent's message) and a 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
Existing Notes and the amount of Existing Notes tendered, stating that the
tender is being made thereby and guaranteeing that within three New York Stock
Exchange trading days after the Expiration Date, the certificates for all
physically tendered Existing Notes, or Book-Entry Confirmation, as the case may
be, together with any required signature guarantees 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 Existing
Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may
be, and any required signature guarantees and all other documents required by
this Letter, are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date. An "Eligible Institution" is a
financial institution, including most banks, savings and loan associations and
brokerage houses, that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program.
The method of delivery of this Letter, the Existing 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. If Existing Notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
9
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Existing Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Existing Notes to be tendered in the box above
entitled "Description of Existing Notes -- Principal Amount Tendered." A
reissued certificate representing the balance of untendered Existing 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 EXISTING
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 Existing 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 Existing Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
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 this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered Holder or registered
Holders of the Existing Notes specified herein and tendered hereby, no
endorsements of certificates or powers of attorney are required. If, however,
the Exchange Notes are to be issued, or any untendered Existing Notes are to be
reissued, to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or powers of attorney are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the
registered Holder of Existing Notes, the Letter of Transmittal must be
accompanied by a written instrument of transfer or exchange in satisfactory form
duly executed by the registered Holder with the signature guaranteed by an
Eligible Institution. The Existing Notes must be endorsed or accompanied by
appropriate powers of attorney. In either case, the Existing Notes must be
signed exactly as the name of any registered Holder appears on the Existing
Notes.
If this Letter or any certificates or powers of attorney 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.
Endorsements on certificates for Existing Notes or signatures on powers
of attorney required by this Instruction 3 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Existing Notes are tendered: (i) by a registered
Holder of Existing Notes (which term, for the purposes of the Exchange Offer,
includes any participant in the DTC system whose name appears on a security
position listing as the Holder of such Existing Notes) who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter, or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Existing Notes should indicate in the applicable
box the name and address to which Exchange 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. In the
10
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 not
exchanged will be returned to the name and address of the person signing this
Letter.
5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING TAX.
U.S. federal income tax law generally requires that a tendering Holder
whose Existing Notes are accepted for exchange must provide the Exchange Agent
(as payor) with such Holder's correct Taxpayer Identification Number ("TIN"). If
the Exchange Agent is not provided with the correct TIN of the Holder or an
adequate basis for an exemption, such Holder may be subject to backup
withholding in an amount equal to 28% of the amount of any reportable payments
made after the exchange to such tendering Holder. If withholding results in an
overpayment of taxes, a refund may be obtained. If a Holder fails to furnish a
correct taxpayer identification number to the Exchange Agent, the Holder may be
subject to a penalty of $50 for each such failure.
To prevent backup withholding, each tendering Holder must provide such
Holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that (i) the TIN provided is correct (or that such Holder has applied
for and is awaiting a TIN), (ii) the Holder is exempt from backup withholding,
the Holder has not been notified by the Internal Revenue Service that such
Holder is subject to backup withholding as a result of a failure to report all
interest or dividends, or the Internal Revenue Service has notified the Holder
that such Holder is no longer subject to backup withholding, and (iii) that the
Holder is a U.S. person (including a U.S. resident alien).
Exempt Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Holder
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed applicable Form W-8 BEN, Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding, signed under penalty of
perjury, attesting to such exempt status. Such form may be obtained from the
Exchange Agent.
If the Existing Notes are held in more than one name or are not in the
name of the actual owner, consult the W-9 Guidelines for information on which
TIN to report.
If the Holder does not have a TIN, such Holder should consult the W-9
Guidelines for instructions on applying for a TIN, write "Applied For" in the
space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number set forth herein. If the Holder does not provide such Holder's TIN to the
Exchange Agent within 60 days, backup withholding will begin and continue until
such Holder furnishes such Holder's TIN to the Exchange Agent. NOTE: WRITING
"APPLIED FOR" ON THE FORM MEANS THAT THE HOLDER HAS ALREADY APPLIED FOR A TIN OR
THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR FUTURE.
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the
transfer of Existing Notes to the registered Holder or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Existing 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, or if tendered Existing Notes
are registered in the name of any person other than the person tendering such
Existing Notes, or if a transfer tax is imposed for any reason other than the
transfer of Existing Notes to the Issuers or its 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
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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 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE EXISTING NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Existing
Notes for exchange.
Neither the Issuers, 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.
9. 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.
10. WITHDRAWAL RIGHTS.
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
written notice of withdrawal must be received by the Exchange Agent at the
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 tendered the Existing Notes to be withdrawn (the "Depositor"),
(ii) identify the Existing Notes to be withdrawn (including certificate number
or numbers and the principal amount of such Existing Notes), (iii) contain a
statement that such Holder is withdrawing his or her election to have such
Existing Notes exchanged, (iv) be signed by the Holder in the same manner as the
original signature on the Letter by which such Existing Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Existing Notes register the
transfer of such Existing Notes in the name of the person withdrawing the tender
and (v) specify the name in which such Existing Notes are registered, if
different from that of the person making the deposit or tender. If certificates
for Existing Notes have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of these certificates, the withdrawing Holder
must also submit the serial numbers of the particular certificates to be
withdrawn and sign the notice of withdrawal with signatures guaranteed by an
Eligible Institution unless this Holder is an Eligible Institution. If Existing
Notes have been tendered pursuant to the procedure for book-entry transfer set
forth in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus,
any notice of withdrawal must specify the name and number of the account at DTC
to be credited with the withdrawn Existing Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Issuers, whose determination shall be final and binding on all parties. Any
Existing Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer and no Exchange Notes will be issued
with respect thereto unless the Existing Notes so withdrawn are validly
retendered. Any Existing Notes that 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 (or, in
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the case of Existing Notes tendered by book-entry transfer into the Exchange
Agent's account at DTC pursuant to the book-entry transfer procedures set forth
in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus, such
Existing Notes will be credited to an account maintained with DTC for the
Existing Notes) 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.
11. 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, and requests for
Notices of Guaranteed Delivery and other related documents may be directed to
the Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: SOUTHTRUST BANK
- -----------------------------------------------------------------------------------------------------------
| PART I - PLEASE PROVIDE |
| YOUR TIN IN THE BOX AT | TIN: ______________________
| RIGHT AND CERTIFY BY | SOCIAL SECURITY NUMBER OR EMPLOYER
| SIGNING AND DATING | IDENTIFICATION NUMBER
| BELOW. |
| ------------------------------------------------------------------------
| PART 2 - TIN APPLIED FOR [ ]
| ------------------------------------------------------------------------
| CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
| (1) the number shown on this form is my correct TIN (or I am waiting
| for a number to be issued to me);
SUBSTITUTE | (2) I am not subject to backup withholding either because: (a) I am
FORM W-9 | exempt from backup withholding, or (b) I have not been notified by the
DEPARTMENT OF THE TREASURY | Internal Revenue Service (the "IRS") that I am subject to backup
INTERNAL REVENUE SERVICE | withholding as a result of a failure to report all interest or
| dividends, or (c) the IRS has notified me that I am no longer subject to
| backup withholding; and
| (3) I am a U.S. person.
|
PAYOR'S REQUEST | ________________________________________________________________________
FOR TAXPAYER |
IDENTIFICATION NUMBER |
("TIN") AND CERTIFICATION | SIGNATURE ________________________________ DATE _______________________
|
___________________________________________________________________________________________________________
You must cross out item (2) of the above certification if you have been notified by the IRS that you are
subject to backup withholding because of underreporting of interest or dividends on your tax return and
you have not been notified by the IRS that you are no longer subject to backup withholding.
___________________________________________________________________________________________________________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
___________________________________________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to
mail or deliver an application in the near future. I understand that if I do not provide a taxpayer
identification number by the time of the exchange, 28% of all reportable payments made to me thereafter
will be withheld until I provide a number.
Signature________________________________________________ Date: _______________________________________
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