Exhibit 99.1
LETTER OF TRANSMITTAL
PRECISION PARTNERS, INC.
OFFER FOR ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
12% SENIOR SUBORDINATED NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED [ ]
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ] OR
SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED
(THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Registered or Certified Mail: Facsimile Transmission Number: By Hand/Overnight Delivery:
(For Eligible Institutions Only)
The Bank of New York The Bank of New York
101 Barclay Street - 7E (212) 815-6339 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: Reorganization Section Confirm by Telephone: Attn: Reorganization Section
(212) 815-6337
For Information Call:
(212) 815-633]
Delivery of this letter of transmittal to an address other than as set
forth above, or transmission of instructions via facsimile other than as set
forth above, does not constitute a valid delivery.
The undersigned acknowledges that he or she has received the prospectus
dated [ ] of Precision Partners, Inc., a corporation organized under the laws of
Delaware (the "Company"), and this letter of transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange up to
$100,000,000 aggregate principal amount of 12% Senior Subordinated Notes due
2009 of the Company, for an equal principal amount of the Company's issued and
outstanding 12% Senior Subordinated Notes due 2009. The terms of the exchange
notes are identical in all material respects (including principal amount,
interest rate and maturity) to those of the outstanding notes, except that the
exchange notes will be registered under the Securities Act of 1933.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein have the meanings given
to such terms in the prospectus.
This letter of transmittal is to be completed by holders of outstanding
notes either if outstanding notes are to be forwarded herewith or if tenders of
outstanding notes are to be made by book-entry transfer to an account maintained
by The Bank of New York, as exchange agent, at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the
prospectus under "The Exchange Offer -- Procedures for Tendering Outstanding
Notes." Delivery of this letter of transmittal and any other required documents
should be made to the exchange agent.
If a holder desires to tender outstanding notes pursuant to the
Exchange Offer but time will not permit this letter of transmittal, certificates
representing outstanding notes or other required documents to reach the exchange
agent on or before the Expiration Date, or the procedure for book-entry transfer
cannot be completed on a timely basis, such holder may effect a tender of such
notes in accordance with the guaranteed delivery procedures set forth in the
prospectus under "Exchange Offer --Procedures for Tendering Outstanding Notes."
See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed
this letter of transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
List below the outstanding notes to which this letter of transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of outstanding notes should be listed on a separate schedule
affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES (1) (2) (3)
Name(s) and Address(es) of Registered Holder(s) Aggregate Principal Amount
(Please fill in, if blank) Principal of Outstanding
Certificate Amount of Notes
Number(s)* Outstanding Notes Tendered
(if less than all)**
* Need not be completed if outstanding notes are being tendered by
book-entry holders.
** Outstanding notes may be tendered in whole or in part in denominations
of $100,000 and integral multiples of $1,000 in excess thereof,
provided that if any outstanding notes are tendered for exchange in
part, the untendered principal amount thereof must be at least $100,000
or any integral multiple of $1,000 in excess thereof. See instruction
3. Unless this column is completed, a holder will be deemed to have
tendered the full aggregate principal amount of the outstanding notes
represented by the outstanding notes indicated in column 2.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OUTSTANDING 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)
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Window Ticket Number (if any)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING
NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER SET FORTH ABOVE.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OUTSTANDING NOTES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES 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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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
outstanding notes indicated above in exchange for a like aggregate principal
amount of exchange notes. Subject to, and effective upon, the acceptance for
exchange of the outstanding notes tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such outstanding notes.
The undersigned hereby irrevocably constitutes and appoints the
exchange agent its agent and attorney-in-fact (with full knowledge that the
exchange agent also acts as the agent of the Company) with respect to the
tendered outstanding notes with the full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest),
subject to the right of withdrawal described in the prospectus, to (i) deliver
certificates for such outstanding notes to the Company and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (ii) present such outstanding notes for transfer on the books of
the Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such outstanding notes, all in accordance with the terms
of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
outstanding notes tendered hereby and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claims or proxies. The undersigned will, upon request, execute and
deliver any additional documents deemed by the exchange agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
the outstanding notes tendered hereby, and the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agreed to all of the terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered outstanding
notes by the Company and the issuance of exchange notes in exchange therefor
will constitute performance in full by the Company of its obligations under the
Registration Rights Agreement and that the Company will have no further
obligations or liabilities thereunder (except in limited circumstances).
The name(s) and address(es) of the registered holders of the
outstanding notes tendered hereby should be printed above, if they are not
already set forth above, as they appear on the outstanding notes. The
Certificate number(s) and the outstanding notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on certain interpretive letters by the staff of the Securities
and Exchange Commission to third parties in unrelated transactions. On the basis
thereof, the exchange notes issued in exchange for the outstanding notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the 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 holders' business and such holders are not participating
in, and have no arrangement or understanding with any person to participate in,
the distribution of such exchange notes. The undersigned acknowledges that any
holder of outstanding notes using the Exchange Offer to participate in a
distribution of the exchange notes (i) cannot rely on the position of the staff
of the SEC enunciated in its interpretive letter with respect to Exxon Capital
Holdings Corporation (available April 13, 1989) or similar letters, and (ii)
must comply with the registration and prospectus requirements of the Securities
Act in connection with a secondary resale transaction. 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 outstanding notes that were acquired as a result of market-making activities
or other trading activities, it 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 represents that (i) it is not an affiliate of either
the Company or its subsidiaries or, if the undersigned is an affiliate of the
Company or its subsidiaries, it will comply with the registration and prospectus
requirements of the Securities Act to the extent applicable, (ii) the exchange
notes are being acquired in the ordinary course of business of the person
receiving such exchange notes, whether or not such person is the holder, (iii)
the undersigned has not entered into an arrangement or understanding with any
other person to participate in the distribution (within the meaning of the
Securities Act) of the exchange notes, (iv) the undersigned is not a
broker-dealer who purchased the notes for resale pursuant to an exemption under
the Securities
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Act, and (v) the undersigned will be able to trade exchange notes acquired in
the Exchange Offer without restriction under the Securities Act.
The Company and the subsidiary guarantors have agreed that, subject to
the provisions of the Registration Rights Agreement, the prospectus may be used
by a participating broker-dealer (as discussed below) in connection with resales
of exchange notes received in exchange for outstanding notes, where such
outstanding notes were acquired by such participating broker-dealer for its own
account as a result of market-making activities or other trading activities, for
a period ending 180 days after the Expiration Date (subject to extension under
certain limited circumstances described in the prospectus) or, if earlier, when
all such exchange notes have been disposed of by such participating
broker-dealer. In that regard, each participating broker-dealer that acquired
outstanding notes for its own account as a result of market-making or other
trading activities, by tendering such outstanding notes and executing this
letter of transmittal, agrees that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference in the prospectus untrue in any
material respect or which causes the prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such participating broker-dealer will suspend the
sale of exchange notes pursuant to the prospectus until the Company and the
subsidiary guarantors have amended or supplemented the prospectus to correct
such misstatement or omission and have furnished copies of the amended or
supplemented prospectus to the participating broker-dealer or the Company has
given notice that the sale of the exchange notes may be resumed, as the case may
be. If the Company gives such notice to suspend the sale of the exchange notes,
the 180-day period referred to above during which participating broker-dealers
are entitled to use the prospectus in connection with the resale of exchange
notes shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
participating broker-dealers shall have received copies of the supplemented or
amended prospectus necessary to permit resales of the exchange notes or to and
including the date on which the Company has given notice that the sale of
exchange notes may be resumed, as the case may be.
The undersigned understands that tenders of the outstanding notes
pursuant to any one of the procedures described under "The Exchange Offer --
Procedures for Tendering Outstanding Notes" in the prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company in accordance with the terms and subject to the conditions set
forth herein and in the prospectus.
The undersigned recognizes that under certain circumstances set forth
in the prospectus under "The Exchange Offer --Conditions to the Exchange Offer,"
the Company will not be required to accept for exchange any of the outstanding
notes tendered. Outstanding notes not accepted for exchange or withdrawn will be
returned to the undersigned at the address set forth below unless otherwise
indicated under "Special Delivery Instructions" below (or, in the case of
outstanding notes tendered by book-entry transfer, credited to an account
maintained by the tendering holder at DTC).
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the exchange notes
(and, if applicable, any substitute certificates representing outstanding notes
not exchanged or not accepted for exchange) be issued in the name(s) of the
undersigned and be delivered to the undersigned at the address, or, in the case
of book-entry transfer of outstanding notes, be credited to the account at DTC
shown above in the box entitled "Description of Outstanding Notes."
Holders of the outstanding notes whose outstanding notes are accepted
for exchange will not receive accrued interest on such outstanding notes for any
period from and after the last interest payment date to which interest has been
paid or duly provided for on such outstanding notes prior to the original issue
date of the exchange notes or, if no such interest has been paid or duly
provided for, will not receive any accrued interest on such outstanding notes,
and the undersigned waives the right to receive any interest on such outstanding
notes accrued from and after such interest payment date or, if no such interest
has been paid or duly provided for from and after the original issue date of the
exchange notes.
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 outstanding notes tendered hereby. All
authority herein conferred or agreed to be conferred in this letter of
transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. This tender
may be withdrawn only in accordance with the procedures set forth in the
prospectus and in the instructions contained in this letter of transmittal.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING
SUCH NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED
TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
X ________________________ Date: ______________, 2000
X ________________________ Date: ______________, 2000
Signature(s) of Owner
The above lines must be signed by the registered holder(s) exactly as
their name(s) appear(s) on the outstanding notes, or by person(s) authorized to
become registered holder(s) by a properly completed bond power from the
registered holder(s), a copy of which must be transmitted with this letter of
transmittal. If outstanding notes to which this letter of transmittal relate are
held of record by two or more joint holders, then all such holders must sign
this. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then please set forth the full title of the person
signing in such capacity. See Instruction 4.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
Area Code and Telephone Number:
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Tax Identification or
Social Security Number(s):
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signatures Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address and Telephone Number)
Dated: _________________, 2000.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5) (SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for outstanding To be completed ONLY if certificates for
notes not exchanged and/or exchange notes are to be issued outstanding notes not exchanged and/or exchange notes
in the name of and sent to someone other than the person or are to be sent to someone other than the person or persons
persons whose signature(s) appear(s) on this letter of whose signature(s) appear(s) on this letter of transmittal
transmittal above. above or to such person or persons at an address other
than shown in the box above entitled "Description of
Issue exchange notes and/or outstanding notes to: Outstanding Notes."
Name(s): ....................................... Deliver exchange notes and/or outstanding notes to:
(Please Type or Print)
Name(s): .........................................
................................................ (Please Type or Print)
(Please Type or Print)
.........................................
Address: ........................................ (Please Type or Print)
................................................ Address: .........................................
(Zip Code)
.........................................
Telephone Number:................................ (Zip Code)
Tax Identification or Telephone Number:.................................
Social Security Number(s):......................
Tax Identification or
(Complete Substitute Form W-9) Social Security Number(s):........................
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF
(TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES.
This letter of transmittal is to be used to, and must accompany, (i)
all certificates representing outstanding notes tendered pursuant to the
Exchange Offer and (ii) all tenders or outstanding notes made pursuant to the
procedures for book-entry transfer set forth in the prospectus under "The
Exchange Offer -- Procedures for Tendering Outstanding Notes." Certificates
representing the outstanding notes in proper form for transfer, or a timely
confirmation of a book-entry transfer of such outstanding notes into the
exchange agent's account at DTC, as well as a properly completed and duly
executed copy of this letter of transmittal (or facsimile thereof), with any
required signature guarantees, a Substitute Form W-9 (or facsimile thereof) and
any other documents required by this letter of transmittal must be received by
the exchange agent at its address set forth herein on or before the Expiration
Date.
The method of delivery of this letter of transmittal, the outstanding
notes and all other required documents is at the election and risk of the
tendering holders, but delivery will be deemed made only when actually received
or confirmed by the exchange agent. If such delivery is by mail, it is
recommended that registered mail properly insured, with return receipt
requested, be used. In all cases, sufficient time should be allowed to permit
timely delivery.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a letter of transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEED DELIVERY PROCEDURES.
If a holder desires to tender outstanding notes, but time will not
permit a letter of transmittal, certificates representing the outstanding notes
to be tendered or other required documents to reach the exchange agent on or
before the Expiration Date, or if the procedure for book-entry transfer cannot
be completed on or prior to the Expiration Date, such holder's tender may be
effected if:
(a) such tender is made by or through an eligible institution
(as discussed below);
(b) on or before to the Expiration Date, the exchange agent
has received a properly completed and duly executed notice of
guaranteed delivery, substantially in the form made available by the
Company (or a facsimile thereof) (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier) from such eligible
institution setting forth the name and address of the holder of such
outstanding notes, the name(s) in which the outstanding notes are
registered and the principal amount of outstanding notes tendered and
stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration
Date, certificates representing the outstanding notes to be tendered,
in proper form for transfer, or a book-entry confirmation, as the case
may be, together with a duly executed letter of transmittal and any
other documents required by this letter of transmittal and the
instructions hereto, will be deposited by such eligible institution
with the exchange agent; and
(c) a letter of transmittal (or a facsimile thereof) and
certificates representing the outstanding notes to be tendered, in
proper form for transfer, or a book-entry confirmation, as the case may
be, and all other required documents are received by the exchange agent
within three New York Stock Exchange trading days after the Expiration
Date.
3. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
Tenders of outstanding notes will be accepted only in a minimum
principal amount of $100,000 and integral multiples of $1,000 in excess thereof,
provided that if any outstanding notes are tendered for exchange in part, the
untendered minimum principal amount thereof must be $100,000 or any integral
multiple of $1,000 in excess thereof. If less than all the outstanding notes
evidenced by any certificate submitted are to be tendered, fill in the principal
amount of outstanding notes which are to be tendered in the box entitled
"Principal Amount of Outstanding Notes Tendered (if less than all)." In such
case, new certificate(s) for the remainder of the outstanding notes that were
evidenced by your old certificate(s) will only be sent to the holder of the
outstanding notes (or, in the case of outstanding notes tendered pursuant to
book-entry transfer, will only be credited to the account at DTC maintained by
the holder of the outstanding notes) promptly after the Expiration Date. All
outstanding notes
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represented by certificates or subject to a book-entry confirmation delivered to
the exchange agent will be deemed to have been tendered unless otherwise
indicated.
Any holder who has tendered outstanding notes may withdraw the tender
by delivering written notice of withdrawal (which may be sent by facsimile) to
the exchange agent at its address set forth herein prior to the Expiration Date.
Any such notice of withdrawal must specify (i) the person named in the letter of
transmittal as having tendered the outstanding notes to be withdrawn, (ii) the
certificate numbers of the outstanding notes to be withdrawn, (iii) the
principal amount of outstanding notes to be withdrawn, (iv) a statement that
such holder is withdrawing its election to have such outstanding notes
exchanged, and (v) the name of the registered holder of such outstanding notes
and must be signed by the holder in the same manner as the original signature on
the letter of transmittal (including any required signature guarantees) by which
such outstanding notes were tendered, or be accompanied by evidence satisfactory
to the Company that the person withdrawing the tender has succeeded to the
beneficial ownership of the outstanding notes being withdrawn. If outstanding
notes have been tendered pursuant to the procedures for book-entry transfer set
forth in the prospectus under "The Exchange Offer -- Procedures for Tendering
Outstanding Notes," the notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawal of outstanding notes, in
which case a notice of withdrawal will be effective if delivered to the exchange
agent by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of outstanding notes may not be rescinded. Outstanding notes properly
withdraw will not be deemed validly tendered for purposes of the Exchange Offer,
but may be retendered at any subsequent time on or prior to the Expiration Date
by following any of the procedures described in the prospectus under "The
Exchange Offer -- Procedures for Tendering Outstanding Notes." The exchange
agent will return the properly withdrawn outstanding notes promptly following
receipt of notice of withdrawal.
All questions as to the validity of notices of withdrawals, including
time of receipt, will be determined by the Company, and such determinations will
be final and binding on all parties. Neither the Company nor the exchange agent
shall be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give such
notification.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this letter of transmittal is signed by the registered holder of the
outstanding notes tendered herewith, the signature must correspond exactly with
the name as written on the face of the certificates without any alteration,
enlargement or change whatsoever.
If any tendered outstanding notes are owned of record by two or more
joint owners, all such owners must sign this letter of transmittal. If any
tendered outstanding 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 of transmittal as there are names in which tendered
outstanding notes are registered.
If this letter of transmittal is signed by the registered holder, and
exchange notes are to be issued and any untendered or unaccepted principal
amount of outstanding notes are to be reissued or returned to the registered
holder, then the registered holder need not and should not endorse any tendered
outstanding notes or provide a separate bond power. In any other case, the
registered holder must either properly endorse the outstanding notes tendered or
transmit a properly completed separate bond power with this letter of
transmittal (in either case, executed exactly as the name of the registered
holder appears on such outstanding notes), with the signature on the endorsement
or bond power guaranteed by an eligible institution, unless such certificates or
bond powers are signed by an eligible institution.
If this letter of transmittal or any outstanding notes 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 submit with this
letter of transmittal evidence satisfactory to the Company of their authority to
so act.
The signatures on this letter of transmittal or a notice of withdrawal,
as the case may be, must be guaranteed unless the outstanding notes surrendered
for exchange pursuant thereto are tendered (i) by a registered holder (which
term, for purposes of this document, shall include any participant in DTC whose
name appears on the register of holders maintained by the Company as owner of
the outstanding notes) who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in this letter of transmittal
or (ii) for the account of an eligible institution. In the event that the
signatures in this letter of transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by an eligible
institution, which includes commercial banks and trust companies located or
having an office or correspondent in the
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United States, member firms of a national securities exchange or the National
Association of Securities Dealers, Inc., and members of a signature medallion
program such as "STAMP." If outstanding notes are registered in the name of a
person other than the signer of this letter of transmittal, the outstanding
notes surrendered for exchange must be endorsed by, or be accompanied by a
written instrument or instruments of transfer or exchange, in satisfactory form
as determined by the Company in its sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an eligible
institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of outstanding notes should indicate in the
applicable box the name and address or account at DTC to which exchange notes
issued pursuant to the Exchange Offer and/or substitute outstanding notes for
principal amounts not tendered or not accepted for exchange are to be issued,
sent or deposited if different from the name and address or account of the
person signing this letter of transmittal. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. If no such instructions are given, any
exchange notes will be issued in the name of, and delivered to, the name and
address (or account at DTC, in the case of any tender by book-entry transfer) of
the person signing this letter of transmittal, and any outstanding notes not
accepted for exchange will be returned to the name and address (or account at
DTC, in the case of any tender by book-entry transfer) of the person signing
this letter of transmittal.
6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.
Under the federal income tax laws, payments that may be made by the
Company on account of exchange notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 included in this letter of transmittal and either (a)
provide the correct taxpayer identification number ("TIN") and certify, under
penalties of perjury, that the TIN provided is correct and that (i) the holder
has not been notified by the Internal Revenue Service that the holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (ii) the IRS has notified the holder that the holder is no longer subject to
backup withholding; or (b) provide an adequate basis for exemption. If the
tendering holder has not been issued a TIN and has applied for one, or intends
to apply for one in the near future, such holder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, sign and
date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the paying agent under the Indenture governing the exchange notes) will retain
31% of payments made to the tendering holder during the 60-day period following
the date of the Substitute Form W-9. If the holder furnishes the exchange agent
or the Company with its TIN within 60-days after the date of the Substitute Form
W-9, the Company (or the paying agent) will remit such amounts retained during
the 60-day period to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the exchange agent or the Company with its TIN within such
60-day period, the Company (or the paying agent) will remit such previously
retained amounts to the IRS as backup withholding. In general, if a holder is an
individual, the taxpayer identification number is the Social Security Number of
such individual. If the exchange agent or the Company is not provided with the
correct taxpayer identification number, the holder may be subject to a $50
penalty imposed by the IRS. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, such holder must submit a statement (generally,
IRS Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the exchange agent. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if outstanding notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute From W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
outstanding notes to be deemed invalidly tendered, but may require the Company
(or the paying agent) to withhold 31% of the amount of any payments made on
account of the exchange notes. Backup withholding is not an additional federal
income tax. Rather, the federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
7. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of outstanding notes to it or its order pursuant to the Exchange Offer.
If, however, exchange notes and/or substitute outstanding notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of the outstanding notes tendered
herewith, or if tendered outstanding notes are registered in the name of any
person other than the person signing this letter of
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transmittal, or if a transfer tax is imposed for any reason other than the
transfer of outstanding notes to the Company 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 payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the outstanding notes specified in this
letter of transmittal.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part,
any of the conditions to the Exchange Offer set forth in the prospectus.
9. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders of
outstanding notes or transmittals of this letter of transmittal will be
accepted. All tendering holders of outstanding notes, by execution of this
letter of transmittal, shall waive any right to receive notice of the acceptance
of their outstanding notes for exchange.
Neither the Company, the exchange agent nor any other person is
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
10. INADEQUATE SPACE.
If the space provided herein is inadequate, the aggregate principal
amount of outstanding notes being tendered and the certificate number or numbers
(if applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this letter of transmittal.
11. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify The Bank of New York at 101 Barclay Street 7-E,
New York, New York 10286, telephone (212) 815-6333. The holder will then be
instructed as to the steps that must be taken to replace the certificate. This
letter of transmittal and related documents cannot be processed until the
outstanding notes have been replaced.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the prospectus and this letter of transmittal, may be
directed to the exchange agent at the address and telephone number indicated
above.
13. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered outstanding notes will be determined by the
Company, in its sole discretion, which determination will be final and binding.
The Company reserves the right to reject any and all outstanding notes not
validly tendered or any outstanding notes, the Company's acceptance of which
may, in the opinion of the Company or counsel to the Company, be unlawful. The
Company also reserves the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of outstanding notes as to any
ineligibility of any holder who seeks to tender outstanding notes in the
Exchange Offer, whether or not similar conditions or irregularities are waived
in the case of other holders. The interpretation of the terms and conditions of
the Exchange Offer (including this letter of transmittal and the instructions
hereto) by the Company shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of outstanding notes
must be cured within such time as the Company shall determine. The Company will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of outstanding notes, but neither the Company nor the
exchange agent shall incur any liability for failure to give such notification.
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14. ACCEPTANCE OF TENDERED OUTSTANDING NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF OUTSTANDING NOTES.
Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered outstanding notes as soon as
practicable after the Expiration Date and will issue exchange notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered outstanding notes when, as and if the
Company has given written and oral notice thereof to the exchange agent. If any
tendered outstanding notes are not exchanged pursuant to the Exchange Offer for
any reason, such unexchanged outstanding notes will be returned, without
expense, to the name and address shown above or, if outstanding notes have been
tendered by book-entry transfer, to the account at DTC shown above, or at a
different address or account at DTC as may be indicated under "Special Delivery
Instructions."
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 6)
PAYOR'S NAME: PRECISION PARTNERS, INC.
SUBSTITUTE FORM W-9 Part I--Taxpayer Identification
Number
Department of the Treasury _______________________________________
Internal Revenue Service Enter your taxpayer identification Social Security Number
number in the appropriate box. For
most individuals, this is your social OR
security number. If you do not have a
number, see how to obtain a "TIN" in
the enclosed Guidelines. _______________________________________
Employer Identification Number
NOTE: If the account is in more than
one name, see the chart on page 2 of
the enclosed Guidelines to determine
what number to give.
Part II--For Payees Exempt from Backup Withholding (see enclosed
Guidelines)
Payor's Request for Taxpayer CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I
Identification Number (TIN) CERTIFY THAT:
and Certification (1) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I am no subject to backup withholding
either because I have not been
notified by the Internal Revenue
Service (the "IRS") that I am subject
to backup withholding as a result of
a failure to report all interest or
dividends or the IRS has notified me
that I am no longer subject to backup
withholding.
SIGNATURE________________________________ DATE____________
Certificate Guidelines--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. However,
if after being notified by the IRS that you were subject to backup withholding,
you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out Item (2).
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor, 31% of all payments made
to me on account of the exchange notes shall be retained until I provide a
Taxpayer Identification Number to the payor and that, if I do not provide my
Taxpayer Identification Number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as a backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a Taxpayer Identification Number.
SIGNATURE___________________________________ DATE______________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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