EXHIBIT 99.2
LETTER OF TRANSMITTAL
BOWATER CANADA FINANCE CORPORATION
Offer to Exchange
7.95% Notes due 2011,
which have been registered under the Securities Act of 1933, as amended,
for any and all outstanding 7.95% Notes due 2011
pursuant to the Prospectus, dated December , 2001.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
JANUARY , 2002 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WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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: THE BANK OF NEW YORK, EXCHANGE AGENT
- --------------------------------------------------------------------------------
By Mail: By Overnight Courier or Hand: By Facsimile:
- --------------------------------------------------------------------------------
The Bank of New York The Bank of New York
Corporate Trust Operations Corporate Trust Operations (212) 235-2261
Reorganization Unit Reorganization Unit
15 Broad Street, 16th Floor 15 Broad Street Confirm:
New York, NY 10007 Lobby Level (212) 235-2358
Attn: Mr. Kin Lau New York, NY 10007
Attn: Mr. Kin Lau
- --------------------------------------------------------------------------------
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.
The undersigned acknowledges receipt of the Prospectus, dated December
, 2001 (the "Prospectus"), of Bowater Canada Finance Corporation, a Nova
Scotia unlimited liability company (the "Company"), and this Letter of
Transmittal (this "Letter"), which together constitute the offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $600,000,000 of 7.95%
Notes due 2011 of the Company (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended, for an equal principal amount of
the outstanding 7.95% Notes due 2011 (the "Original Notes") of the Company. Both
the Original Notes and the Exchange Notes are unconditionally guaranteed by
Bowater Incorporated. The Bank of New York is the exchange agent for the
Exchange Offer (the "Exchange Agent").
For each Original Note accepted for exchange, the holder of such
Original Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Original Note. The Exchange Notes will accrue interest
at the rate of 7.95% per annum from the date of issue, plus an amount equal to
the accrued, but unpaid, interest on the Original Notes. Interest on the
Exchange Notes is payable on May 15 and November 15 of each year commencing May
15, 2002.
The Company reserves the right, in accordance with applicable law, at
any time: (i) to delay the acceptance of the Original Notes; (ii) to terminate
the Exchange Offer if the Company determines that any of the conditions to the
Exchange Offer have not occurred or have not been satisfied; (iii) to extend the
Expiration Date of the Exchange Offer and keep all Original Notes tendered other
than those Original Notes properly withdrawn; and (iv) to waive any condition or
amend the terms of the Exchange Offer. If the Company materially changes the
Exchange Offer, or if the Company waives a material condition of the Exchange
Offer, the Company will promptly distribute a prospectus supplement to the
holders of the Original Notes disclosing the change or waiver. The Company also
will extend the Exchange Offer as required by Rule 14e-1 under the Securities
Exchange Act of 1934, as amended. If the Company exercises any of the rights
listed above, it will promptly give oral or written notice of the action to the
Exchange Agent and will issue a release to an appropriate news agency. In the
case of an extension, an announcement will be made no later than 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 Original Notes either if
Original Notes are to be forwarded herewith or if a tender of Original 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" section of the Prospectus. Holders
of Original Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry transfer
of their Original Notes into the Exchange Agent's account at DTC and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth in the "Exchange Offer--Procedures for Tendering
Original Notes--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to DTC does not constitute delivery to the
Exchange Agent. Holders who tender their Original Notes using the DTC ATOP
procedures described on page 3 need not submit this Letter.
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 Original Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Original Notes should be listed on a separate signed schedule affixed hereto.
- --------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL
NOTES 1 2 3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) and Address(es) of
Registered Holder(s) Certificate Amount of Amount
(Please fill in, if blank) Number(s)* Original Note(s) Tendered**
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Need not be completed if Original 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 Original Notes represented by the Original
Notes indicated in column 2. See Instruction
2
2. Original 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 ORIGINAL 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 Original Notes to the Exchange Agent's Account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying
with applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of the
Original Notes acknowledges and agrees to be bound by the terms of this Letter,
the participant in ATOP confirms, on behalf of itself and the beneficial owners
of such Original Notes, all provisions of this Letter applicable to it and such
beneficial owner as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.
[_]CHECK HERE IF TENDERED ORIGINAL 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 Institution Which Guaranteed Delivery _____________________________
IF DELIVERED BY DTC, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number ________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________
Address: ________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents
that 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 the
Exchange Notes and it has no arrangement or understanding with any person to
participate in a distribution of the Exchange Notes.
3
If the undersigned is a broker-dealer, the undersigned further (x)
represents that it acquired Original Notes for the undersigned's own account as
a result of market-making activities or other trading activities, (y)
represents that it has not entered into any arrangement or understanding with
Bowater or Bowater Canada Finance Corporation or an "affiliate" of Bowater or
Bowater Canada Finance Corporation (within the meaning of Rule 405 under the
Securities Act) to distribute the Exchange Notes to be received in the Exchange
Offer, and (z) acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act (for which purposes delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of Exchange Notes received in exchange
for Original Notes in the Exchange Offer. Such a broker-dealer will not be
deemed, solely by reason of such acknowledgment and Prospectus delivery, to be
admitting that it is an "underwriter" within the meaning of the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Original Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as agent of the Company) with
respect to the tendered Original Notes, with full power of substitution and
resubstitution (such power of attorney being deemed an irrevocable power coupled
with an interest) to (1) deliver certificates representing such Original Notes,
or transfer ownership of such Original Notes on the account books maintained by
DTC, together, in each such case, with all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company, (2) present and deliver
such Original Notes for transfer on the books of the Company, and (3) receive
all benefits or otherwise exercise all rights and incidents of beneficial
ownership of such Original Notes, all in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that (1) the undersigned
has full power and authority to tender, sell, assign and transfer the Original
Notes tendered hereby, (2) the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
(3) the Original Notes tendered for exchange are not subject to any adverse
claims or proxies when the same are accepted by the Company. The undersigned
hereby further represents that any Exchange Notes acquired in exchange for
Original 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 Original Notes nor any such
other person is engaged in, or intends to engage in, a distribution of such
Exchange Notes within the meaning of the Securities Act, 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 Original 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 Company or Bowater
Incorporated.
The undersigned also acknowledges that this Exchange Offer is being made
based on the Company's understanding of an interpretation by the staff of the
United States Securities and Exchange Commission (the "SEC") as set forth in
no-action letters issued to third parties, that the Exchange Notes issued in
exchange for the Original Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by each holder thereof (other than
a broker-dealer who acquires such Exchange Notes directly from the Company for
resale pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act or any such holder that is an "affiliate" of
the Company 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 holder's business and such holder is not engaged in, and does not
intend to engage in, a distribution of such Exchange Notes and has no
arrangement with any
5
person to participate in the distribution of such Exchange Notes. If a holder of
Original Notes is engaged in or intends to engage in a distribution of the
Exchange Notes 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 (1) may not rely on the applicable interpretations of the
staff of the SEC, (2) will not be entitled to tender its Original Notes in the
Exchange Offer and (3) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes, it represents that the
Original 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 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 Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original 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 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, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated above maintained
at DTC. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Original Notes for any Original
Notes not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------------------
(See Instructions 3 and 4) (See Instructions 3 and 4)
- --------------------------------------------------------------------------------
To be completed ONLY if certificates To be completed ONLY if certificates
for Original Notes not exchanged and/or for Original Notes not exchanged
Exchange Notes are to be issued in the and/or Exchange Notes are to be sent
name of and sent to someone other than to someone other than the person(s)
the person(s) whose signature(s) whose signature(s) appear(s) on this
appear(s) on this Letter below, or if Letter below or to such person(s) at
Original Notes delivered by book-entry an address other than shown in the
transfer which are not accepted for box entitled "Description of Original
exchange are to be Notes" on this Letter above.
- --------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------
returned by credit to an account
maintained at DTC other than the
account indicated above.
- --------------------------------------------------------------------------------
Issue Exchange Notes and/or Original Deliver Exchange Notes and/or
Notes to: Original Notes to:
- --------------------------------------------------------------------------------
Name(s): __________________________ Name(s): __________________________
(Please Type or Print) (Please Type or Print)
- --------------------------------------------------------------------------------
Address: __________________________ Address: __________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
(Including ZIP Code) (Including ZIP Code)
- --------------------------------------------------------------------------------
___________________________________
(Tax Identification or Social
Security Number) (See Substitute
Form W-9)
- --------------------------------------------------------------------------------
[_] Credit unexchanged Original
Notes delivered by book-entry
transfer to the DTC account set
forth below.
___________________________________
(DTC Account Number, if applicable)
- --------------------------------------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL 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 LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signature(s) of Owner)
Dated: , 20__
Name(s): _______________________________________________________________________
(Please Type or Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(Including ZIP Code)
Daytime Area Code and Telephone No.: ___________________________________________
Taxpayer Identification or Social Security No.: ________________________________
(See Substitute Form W-9)
(If a holder is tendering any Original Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Original 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.)
8
SIGNATURE GUARANTEE
(if required by Instruction 3)
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
Authorized Signature: ________________________________________________
Name:_________________________________________________________________
Name of Firm: ________________________________________________________
Address: _____________________________________________________________
Area Code and Telephone Number: ______________________________________
Dated: _______________________________________________________________
9
INSTRUCTIONS
BOWATER CANADA FINANCE CORPORATION
Forming part of the terms and conditions of the offer to exchange 7.95%
Notes due 2011, which have been registered under the Securities Act of 1933, as
amended, for any and all outstanding 7.95% Notes due 2011.
1. DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Original 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--Procedures for Tendering Original Notes--Valid Tender" section of the
Prospectus and an Agent's Message is not delivered. Certificates for all
physically tendered Original Notes, or book-entry confirmation, as the case may
be, as well as a properly completed and duly executed Letter (or facsimile
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 guaranteed delivery
procedures set forth below. Original Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
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 which
states that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that it has received and agrees to be
bound by the Letter and that the Company may enforce the Letter against the
tendering participant. Holders who tender their Original Notes using the DTC
ATOP procedures need not submit this Letter.
Holders of Original Notes whose certificates for Original 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 Original Notes pursuant to the guaranteed delivery procedures set
forth in the "Exchange Offer--Procedures for Tendering Original
Notes--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, holders may tender their Original Notes if (i) the tender is
made by or through an Eligible Guarantor Institution (as defined below); (ii) a
properly completed and signed Notice of Guaranteed Delivery in the form provided
with this Letter is delivered to the Exchange Agent on or before the Expiration
Date (by facsimile transmission, mail or hand delivery), setting forth the name
and address of the holder of Original Notes and the amount of Original Notes
tendered, stating that the tender is being made thereby; and (iii) the
certificates or a confirmation of book-entry transfer and a properly completed
and signed Letter is delivered to the Exchange Agent within three New York Stock
Exchange trading days after execution of the Notice of Guaranteed Delivery. The
Notice of Guaranteed Delivery may be delivered by hand, facsimile or mail to the
Exchange Agent, and a guarantee by an Eligible Guarantor Institution must be
included in the form described in the notice.
Delivery of this Letter, the Original Notes and all other required
documents by whatever method you choose is at your sole risk. Delivery is
complete when the Exchange Agent actually receives the items to be delivered.
Delivery of documents to DTC in accordance with DTC's procedures does not
constitute delivery to the Exchange Agent. If
10
delivery is by mail, then registered mail, return receipt requested, properly
insured, or an overnight delivery service is recommended. In all cases,
please allow sufficient time to ensure timely delivery. If Original Notes are
sent by mail, it is suggested that the mailing be 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.
See the "Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (not applicable to holders of Original Notes who tender by
book-entry transfer).
If less than all of the Original Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Original Notes to be tendered in the box above
entitled "Description of Original Notes--Amount Tendered." A reissued
certificate representing the balance of nontendered Original 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 Original 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 Original 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 Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Original 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 of the Original
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the Exchange Notes are to be
issued, or any untendered Original 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 certificates
must be guaranteed by an Eligible Guarantor Institution.
If this Letter is signed by a person other than the registered holder of
any certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Guarantor Institution.
11
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 Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A
MEMBER OF THE SECURITY TRANSFER AGENT MEDALLION SIGNATURE PROGRAM OR BY ANY
OTHER "ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE MEANING OF RULE 17Ad-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR 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 ORIGINAL NOTES) TENDERED 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
GUARANTOR INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Original 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 Original 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. A holder of Original Notes tendering Original Notes by book-entry
transfer may request that Original Notes not exchanged be credited to such
account maintained at DTC as such holder of Original Notes may designate hereon.
If no such instructions are given, such Original Notes not exchanged will be
returned to the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose
Original Notes are accepted for exchange must provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, which, in the case of a tendering holder who is an individual,
is his or her social security number. If the Company is not provided with the
current TIN or an adequate basis for an exemption, such tendering holder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery of Exchange Notes to such tendering holder may be subject to backup
withholding on all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.
12
Exempt holders of Original Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Original Notes
must provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the Internal Revenue Service that such
holder is subject to a backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Original Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give the Company a completed
Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States
Tax Withholding, or other similar statement, signed under penalties of perjury,
certifying as to that individual's exempt status. You can obtain the appropriate
form from the Exchange Agent. If the Original Notes are in more than one name or
are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay any transfer taxes for the exchange of the Original
Notes in the Exchange Offer. If, however, Exchange Notes are delivered to or
issued in the name of a person other than the registered holder, or if a
transfer tax is imposed for any reason other than for the exchange of Original
Notes in the Exchange Offer, then the tendering holder will pay the transfer
taxes. If a tendering holder does not submit satisfactory evidence of payment of
taxes or exemption from taxes with the Letter, the taxes will be billed to the
tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT IS NOT NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Company reserves the right to waive 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 Original Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.
13
Neither the Company, any affiliates or assigns of the Company, the
Exchange Agent nor any other person is under any obligation to give notice of
any irregularities in tender nor will they be liable for failing to give such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. 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, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
14
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
TAXPAYER IDENTIFICATION NUMBER
Substitute Form W-9
- --------------------------------------------------------------------------------
Name:_________________________________________________________________
(First, middle, last) (If joint names, list both and circle the
name of the person or entity whose number you enter in Part I below)
Address:______________________________________________________________
______________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Part 1 -- Please provide your Taxpayer Part 2 -- If you are exempt from backup
Identification Number ("TIN") in the withholding, check here.
space provided below and certify by
signing and dating below.
- --------------------------------------------------------------------------------
[__] - Exempt from backup withholding
____________________________________
(Social Security or Employer
Identification Number)
- ------------------------------------ -------------------------------------------
Part 3 -- Certification -- Under penalties of perjury, I certify that:
1. The information provided above on this Substitute Form W-9 is true, complete
and correct; and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has informed me that I am no
longer subject to backup withholding.
Signature: __________________________________ Date: _______________________
Certification Instructions -- You must cross out item 2 of Part 3 if you have
been notified by the IRS that you are currently subject to backup withholding
because of undererporting 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 of Part 3.
NOTE: Failure to complete and return this Substitute Form W-9 may result in
backup withholding of any payments made to you. Please review the
enclosed Guidelines for
15
Certification of Taxpayer Identification Number on Substitute Form W-9
for additional details.
NOTE: You must complete the following certificate if you are awaiting a
Taxpayer Identification Number.
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, all
reportable payments made to me thereafter may be subject to withholding until I
provide a number.
------------------------------------- ---------------------
Signature Date
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ---------------------------------------------------------------------------------------------------------------
GIVE THE NAME AND GIVE THE NAME AND
SOCIAL SECURITY EMPLOYER
NUMBER OF-- IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ------------------------------------------------------- -----------------------------------------------------
1. Individual The individual 6. Sole proprietorship The owner3
2. Two or more individuals The actual owner of 7. A valid trust, estate, or Legal entity4
(joint account) the account or, if pension trust
combined funds, the
first individual on
the account1
3. Custodian account of a The minor2 8. Corporate The corporation
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee1 9. Association, club, The organization
savings trust (grantor religious, charitable,
is also trustee) The actual owner1 educational, or other
b. So-called trust account tax-exempt organization
that is not a legal or
valid trust under state
law
5. Sole proprietorship The owner3 10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state
or local government,
school district, or
prison) that receives
agricultural program
payments
- ------------------------------------------------------- -----------------------------------------------------
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's social security number.
3 Show the individual's name. See Item 5 or 6. You may also enter your
business name.
4 List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identification number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when there is more than one name listed,
the number will be considered to be that of the first name listed.
INSTRUCTIONS
(Section references are to the Internal Revenue Code.)
PURPOSE OF FORM.--A person who is required to file an information return with
the Internal Revenue Service (the IRS) must obtain your correct taxpayer
identification number (TIN) to report income paid to you, real-estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt, or contributions you made to an
individual retirement arrangement (IRA). Use Form W-9 to furnish your correct
TIN to the requester (the person asking you to furnish your TIN), and, when
applicable, (1) to certify that the TIN you are furnishing is correct (or that
you are waiting for a number to be issued), (2) to certify that you are not
subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
NOTE: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form.
WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you are required
to withhold and pay to the IRS 31% of such payments under certain conditions.
This is called "backup
17
withholding." Payments that could be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee compensation, and certain payments from fishing boat operators, but
do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) The IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
(4) You fail to certify to the requester that you are not subject to backup
withholding under (3) above (for reportable interest and dividend accounts
opened after 1983 only), or
(5) You fail to certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in (5) above, other reportable payments are subject to
backup withholding only if (1) or (2) above applies. Certain payees and payments
are exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Exempt Payees and Payments
under Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.--The following is a list of
payees exempt from backup withholding and for which no information reporting is
required. For interest and dividends, all listed payees are exempt except Item
(9). For broker transactions, payees listed in (1) through (13) and a person
registered under the Investment Advisors Act of 1940 who regularly acts as a
broker are exempt. Payments subject to reporting under sections 6041 and 6041A
are generally exempt from backup withholding only if made to payees described in
Items (1) through (7), except that a corporation that provides medical and
health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in Items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an Individual
Retirement Plan (IRA), or a custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies,
or instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity
Futures Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporation
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
18
o Payments to partnerships not engaged in trade or business in the U.S. and
that have at least one nonresident partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally not subject to backup withholding include
the following:
o Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
SPECIFIC INSTRUCTIONS
TAXPAYER IDENTIFICATION NUMBER (TIN).--You must enter your TIN in the
appropriate box. If you are a resident alien and you do not have and are not
eligible to get an SSN, your TIN is your IRS individual taxpayer identification
number (ITIN). Enter it in the social security number box.
HOW TO GET A TIN.--If you do not have a TIN, apply for one immediately. To apply
for an SSN, get FORM SS-5 from your local Social Security Administration office.
Get FORM W-7 to apply for an ITIN or FORM SS-4 to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676).
If you do not have a TIN, write "Applied For" in the space for the TIN,
sign and date the form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily tradable
instruments, you will generally have 60 days to get a TIN and give it to the
requester. Other payments are subject to backup withholding.
NOTE: Writing "Applied For" means that you have already applied for a TIN OR
that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your
TIN. Sign and date this form, and give it to the requester.
19
NAME.--If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change please enter your first name, the last name shown on your
social security card and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name on the business
name line. Enter your name(s) as shown on your social security card and/or as it
was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.--
(1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983.--You are required to furnish
your correct TIN, but you are not required to sign the certification.
(2) INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983.--You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out part (2) in the certification before signing the form.
(3) REAL ESTATE TRANSACTIONS.--You must sign the certification. You may cross
out part (2) of the certification.
(4) OTHER PAYMENTS.--You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, OR IRA CONTRIBUTIONS.--You are required to furnish your current TIN,
but you are not required to sign the certification.
(6) EXEMPT PAYEES AND PAYMENTS.--If you are exempt from backup withholding, you
should complete this form to avoid possible erroneous backup withholding. Enter
your correct TIN in Part 1, write "EXEMPT" in the block in Part 2, sign and date
the form. If you are a nonresident alien or foreign entity not subject to backup
withholding, give the requester a completed FORM W-8, Certificate of Foreign
Status.
SIGNATURE.--For a joint account, only the person whose TIN is shown in Part 1
should sign this form.
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt or
contributions you made to an individual retirement arrangement (IRA). The IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax return. The IRS may provide this information to the Department of
Justice for civil and criminal litigation and to cities, states, and the
District of Columbia to carry out their tax laws. You must provide your TIN
whether or not you are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a TIN to a payer. Certain penalties may also apply.
20