EXHIBIT 99.1
________________________________________________________________________________
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 25,
2000 UNLESS EXTENDED (THE "EXPIRATION DATE").
________________________________________________________________________________
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
10 3/8% SENIOR SUBORDINATED NOTES DUE 2007,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
10 3/8% SENIOR SUBORDINATED NOTES DUE 2007
OF
GEORGIA GULF CORPORATION
DELIVER TO:
SUNTRUST BANK, EXCHANGE AGENT
BY REGISTERED OR BY HAND OR OVERNIGHT FACSIMILE TRANSMISSION
CERTIFIED MAIL: DELIVERY: NUMBER:
SunTrust Bank SunTrust Bank (For Eligible Institutions
25 Park Place 25 Park Place Only)
24(th) Floor 24(th) Floor (404) 588-7335
Atlanta, Georgia 30303 Atlanta, Georgia 30303 CONFIRM RECEIPT OF FACSIMILE
BY TELEPHONE:
(404) 588-7296
Your delivery of this letter of transmittal will not be valid unless you
deliver it to the address, or transmit it to the facsimile number, set forth
above. Please carefully read this entire document, including the instructions,
before completing this letter of transmittal. DO NOT DELIVER THIS LETTER OF
TRANSMITTAL TO GEORGIA GULF.
By completing this letter of transmittal, you acknowledge that you have
received and reviewed Georgia Gulf's prospectus dated April 24, 2000 and this
letter of transmittal, which together constitute the "Exchange Offer." This
letter of transmittal and the prospectus have been delivered to you in
connection with Georgia Gulf's offer to exchange $1,000 in principal amount of
its 10 3/8% Senior Subordinated Notes due 2007, which have been registered under
the Securities Act of 1933 (the "Exchange Notes") for each $1,000 in principal
amount of its outstanding 10 3/8% Senior Subordinated Notes due 2007 (the
"Outstanding Notes"). $200,000,000 in principal amount of the Outstanding Notes
are currently issued and outstanding.
This letter of transmittal is to be completed by a Holder (this term is
defined below) of Outstanding Notes if:
(1) the Holder is delivering certificates for Outstanding Notes with this
document, or
(2) the tender of certificates for Outstanding Notes will be made by
book-entry transfer to the account maintained by SunTrust Bank, the exchange
agent for these notes, at The Depository Trust Company ("DTC") according to the
procedures described in the prospectus under the heading "The Exchange
Offer--Procedures for Tendering." Please note that delivery of documents
required by this letter of transmittal to DTC does not constitute delivery to
the exchange agent.
You must tender your Outstanding Notes according to the guaranteed delivery
procedures described in this document if:
(1) your Outstanding Notes are not immediately available;
(2) you cannot deliver your Outstanding Notes, this letter of transmittal
and all required documents to the exchange agent on or before the Expiration
Date; or
(3) you are unable to obtain confirmation of a book-entry tender of your
Outstanding Notes into the exchange agent's account at DTC on or before the
Expiration Date.
More complete information about guaranteed delivery procedures is contained
in the prospectus under the heading "The Exchange Offer--Guaranteed Delivery
Procedures." You should also read Instruction 1 to determine whether or not this
section applies to you.
As used in this letter of transmittal, the term "Holder" means (1) any
person in whose name Outstanding Notes are registered on the books of Georgia
Gulf, (2) any other person who has obtained a properly executed bond power from
the registered Holder, or (3) any person whose Outstanding Notes are held of
record by DTC who desires to deliver such notes by book-entry transfer at DTC.
You should use this letter of transmittal to indicate whether or not you would
like to participate in the Exchange Offer. If you decide to tender your
Outstanding Notes, you must complete this entire letter of transmittal.
YOU MUST FOLLOW THE INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL--PLEASE READ
THIS ENTIRE DOCUMENT CAREFULLY. IF YOU HAVE QUESTIONS OR NEED HELP, OR IF YOU
WOULD LIKE ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL,
YOU SHOULD CONTACT THE EXCHANGE AGENT AT (404) 588-7296 OR AT ITS ADDRESS SET
FORTH ABOVE.
Please describe your Outstanding Notes below.
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DESCRIPTION OF OUTSTANDING NOTES
- ---------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF AMOUNT OF OUTSTANDING PRINCIPAL AMOUNT OF
REGISTERED HOLDER(S) NOTES REPRESENTED BY OUTSTANDING NOTES
(PLEASE COMPLETE, IF BLANK) CERTIFICATE NUMBER(S) CERTIFICATE(S) TENDERED*
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--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
Total
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* You will be deemed to have tendered the entire principal amount of Outstanding
Notes represented in the column labeled "Aggregate Principal Amount of
Outstanding Notes Represented by Certificate(s)" unless you indicate otherwise
in the column labeled "Principal Amount of Outstanding Notes Tendered."
If you need more space, list the certificate numbers and principal amount of
Outstanding Notes on a separate schedule, sign the schedule and attach it to
this letter of transmittal.
/ / CHECK HERE IF YOU HAVE ENCLOSED OUTSTANDING NOTES WITH THIS LETTER OF
TRANSMITTAL.
/ / CHECK HERE IF YOU WILL BE TENDERING OUTSTANDING NOTES BY BOOK-ENTRY
TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT DTC.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM IS
DEFINED BELOW):
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
2
/ / CHECK HERE IF YOU DELIVERING TENDERED OUTSTANDING NOTES THROUGH A
NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS LETTER
OF TRANSMITTAL.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:
Name(s) of Registered Holder(s) of Outstanding Notes: ______________________
____________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
____________________________________________________________________________
Window Ticket Number (if available): _______________________________________
____________________________________________________________________________
Name of Institution that Guaranteed Delivery: ______________________________
____________________________________________________________________________
Account Number (if delivered by book-entry transfer): ______________________
- -------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if: (1) certificates for untendered
Outstanding Notes are to be issued in the name of someone other than you;
(2) certificates for Exchange Notes issued in exchange for tendered and
accepted Outstanding Notes are to be issued in the name of someone other
than you; or (3) Outstanding Notes tendered by book-entry transfer that are
not exchanged are to be returned by credit to an account maintained at DTC.
Issue certificate(s) to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
____________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(Please Also Complete Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if certificates for untendered Outstanding
Notes, or Exchange Notes issued in exchange for tendered and accepted
Outstanding Notes, are to be sent to someone other than you or to you at an
address other than the address shown above.
Mail and deliver certificate(s) to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
3
Ladies and Gentlemen:
According to the terms and conditions of the Exchange Offer, I hereby tender
to Georgia Gulf the principal amount of Outstanding Notes indicated above. At
the time these notes are accepted by Georgia Gulf, and exchanged for the same
principal amount of Exchange Notes, I will sell, assign, and transfer to Georgia
Gulf all right, title and interest in and to the Outstanding Notes I have
tendered. I am aware that the exchange agent also acts as the agent of Georgia
Gulf. By executing this document, I irrevocably appoint the exchange agent as my
agent and attorney-in-fact for the tendered Outstanding Notes with full power of
substitution to:
1. deliver certificates for the Outstanding Notes, or transfer ownership of
the Outstanding Notes on the account books maintained by DTC, to Georgia
Gulf and deliver all accompanying evidences of transfer and authenticity
to Georgia Gulf, and
2. present the Outstanding Notes for transfer on the books of Georgia Gulf,
receive all benefits and exercise all rights of beneficial ownership of
these Outstanding Notes, according to the terms of the Exchange Offer.
The power of attorney granted in this paragraph is irrevocable and
coupled with an interest.
I represent and warrant that I have full power and authority to tender,
sell, assign, and transfer the Outstanding Notes that I am tendering. I
represent and warrant that Georgia Gulf will acquire good and unencumbered title
to the Outstanding Notes, free and clear of all liens, restrictions, charges and
encumbrances and that the Outstanding Notes will not be subject to any adverse
claim at the time Georgia Gulf acquires them. I further represent that:
1. any Exchange Notes I will acquire in exchange for the Outstanding Notes
I have tendered will be acquired in the ordinary course of business;
2. I have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in a distribution of any Exchange
Notes issued to me; and
3. I am not an "affiliate" (as defined in Rule 405 under the Securities Act
of 1933 (the "Securities Act")) of Georgia Gulf.
I understand that the Exchange Offer is being made in reliance on
interpretations contained in letters issued to third parties by the staff of the
Securities and Exchange Commission ("Commission"). These letters provide that
the Exchange Notes issued in exchange for the Outstanding Notes in the Exchange
Offer may be offered for resale, resold, and otherwise transferred by a Holder
of Exchange Notes, unless that person is an "affiliate" of Georgia Gulf within
the meaning of Rule 405 under the Securities Act, without compliance with the
registration and prospectus delivery provisions of the Securities Act. The
Exchange Notes must be acquired in the ordinary course of the Holder's business
and the Holder must not be engaging in, must not intend to engage in, and must
not have any arrangement or understanding with any person to participate in a
distribution of the Exchange Notes.
If I am not a broker-dealer, I represent that I am not engaged in, and do
not intend to engage in, a distribution of Exchange Notes. If I am a
broker-dealer that will receive Exchange Notes for my own account in exchange
for Outstanding Notes that were acquired as a result of market-making activities
or other trading activities, I acknowledge that I will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, I will not be deemed to admit that I am an
"underwriter" within the meaning of the Securities Act of 1933, and I will, on a
weekly basis during the 90-day period following the Expiration Date, or any
longer period required if use of the prospectus has been suspended by Georgia
Gulf, contact counsel to the Initial Purchaser of the Outstanding Notes at
(212) 455-7086 to confirm the availability of the prospectus for delivery in
connection with resales.
4
/ / 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: _____________________________________________
______________________________________________________
Phone: _______________________________________________
Upon request, I will execute and deliver any additional documents deemed by
the exchange agent or Georgia Gulf to be necessary or desirable to complete the
assignment, transfer, and purchase of the Outstanding Notes I have tendered.
I understand that Georgia Gulf will be deemed to have accepted validly
tendered Outstanding Notes when Georgia Gulf gives oral or written notice of
acceptance to the exchange agent.
If, for any reason, any tendered Outstanding Notes are not accepted for
exchange in the Exchange Offer, certificates for those unaccepted Outstanding
Notes will be returned to me without charge at the address shown below or at a
different address if one is listed under "Special Delivery Instructions." Any
unaccepted Outstanding Notes which had been tendered by book-entry transfer will
be credited to an account at DTC, as soon as reasonably possible after the
Expiration Date.
All authority granted or agreed to be granted by this letter of transmittal
will survive my death, incapacity or, if I am a corporation or institution, my
dissolution, and every obligation under this letter of transmittal is binding
upon my heirs, personal representatives, successors, and assigns.
I understand that tenders of Outstanding Notes according to the procedures
described in the prospectus under the heading "The Exchange Offer--Procedures
for Tendering" and in the instructions included in this letter of transmittal
constitute a binding agreement between myself and Georgia Gulf subject to the
terms and conditions of the Exchange Offer.
Unless I have described other instructions in this letter of transmittal
under the section "Special Issuance Instructions," please issue the certificates
representing Exchange Notes issued in exchange for my tendered and accepted
Outstanding Notes in my name and issue any replacement certificates for
Outstanding Notes not tendered or not exchanged in my name. Similarly, unless I
have instructed otherwise under the section "Special Delivery Instructions,"
please send the certificates representing the Exchange Notes issued in exchange
for tendered and accepted Outstanding Notes and any certificates for Outstanding
Notes that were not tendered or not exchanged, as well as any accompanying
documents, to me at the address shown below my signature. If the "Special
Issuance Instructions" and/or "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in exchange
for my tendered and accepted Outstanding Notes in the name(s) of, and/or return
any Outstanding Notes that were not tendered or exchanged and send such
certificates to, the person(s) so indicated. I understand that if Georgia Gulf
does not accept any of the tendered Outstanding Notes for exchange, Georgia Gulf
has no obligation to transfer any Outstanding Notes from the name of the
registered Holder(s) according to my instructions in the "Special Issuance
Instructions" and "Special Delivery Instructions" sections of this letter of
transmittal.
5
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
--------------------------------------------
--------------------------------------------
(Date)
--------------------------------------------
--------------------------------------------
Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory
Area Code and Telephone Number(s): _________________________________________
Tax Identification or Social Security Number(s): ___________________________
The above lines must be signed by the registered Holder(s) of
Outstanding Notes as their name(s) appear(s) on the certificate for the
Outstanding Notes or by person(s) authorized to become registered Holders(s)
by a properly completed bond power from the registered Holder(s). A copy of
the completed bond power must be delivered with this letter of transmittal.
If any Outstanding Notes tendered through this letter of transmittal are
held of record by two or more joint Holders, then all such Holders must sign
this letter of transmittal. If the signature is by trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, then such person
must: (1) state his or her full title below, and (2) unless waived by
Georgia Gulf, submit evidence satisfactory to Georgia Gulf of such person's
authority to act on behalf of the Holder. See Instruction 4 for more
information about completing this letter of transmittal.
Name(s): ___________________________________________________________________
___________________________________________________________________
(Please Print)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
___________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution, if required by
Instruction 4:
___________________________________________________________________
(Authorized Signature)
___________________________________________________________________
(Title)
___________________________________________________________________
(Name of Firm)
Dated: ________________________
6
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW.
- -----------------------------------------------------------------------------------------------------------
PAYER'S NAME: SUNTRUST BANK
- -----------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING
BELOW. ---------------
SUBSTITUTE Social Security Number
FORM W-9 OR
---------------
Employer Identification Number
-------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2--Certification--Under
INTERNAL REVENUE SERVICE Penalties of Perjury, I
certify that: PART 3--
(1) The number shown on this Awaiting TIN
PAYER'S REQUEST FORTAXPAYER form is my correct TIN (or I
IDENTIFICATION NUMBER ("TIN") am waiting for a number to
CERTIFICATION be issued to me) 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
("IRS") that I am subject
to backup withholding as a
result of failure to
report all interest or
dividends, or (c) the IRS
has notified me that I am
no longer subject to
backup withholding.
-------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in the box
above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or
dividends on your tax return.
Signature -------------------- Date --------------------------
- -----------------------------------------------------------------------------------------------------------
NOTE: IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO BACKUP
WITHHOLDING OF 31% OF PAYMENTS MADE TO YOU UNDER THE EXCHANGE OFFER. FOR
MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue 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 within sixty (60) days,
31% of all reportable payments made to me thereafter will be withheld until I
provide a number.
- --------------------------------------------------------- ----------------------------
Signature Date
7
INSTRUCTIONS FORMING
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES. The
tendered Outstanding Notes or a confirmation of book-entry delivery, as well as
a properly completed and a manually signed copy or facsimile of this letter of
transmittal and any other required documents must be received by the exchange
agent at its address listed on the cover of this document before 5:00 p.m., New
York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE DELIVERY OF
THE OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO
THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE
DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF
DELIVERY IS AT YOUR RISK AND CHOICE, GEORGIA GULF RECOMMENDS THAT YOU USE AN
OVERNIGHT OR HAND DELIVERY SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND
YOUR DOCUMENTS WELL BEFORE THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE
AGENT. YOU MAY REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY
OR NOMINEE DELIVER YOUR OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR OUTSTANDING NOTES TO
GEORGIA GULF.
If you wish to tender your Outstanding Notes, but:
(a) your Outstanding Notes are not immediately available;
(b) you cannot deliver your Outstanding Notes, this letter of
transmittal and all required documents to the exchange agent before the
Expiration Date; or
(c) you are unable to complete the book-entry tender procedure before
the Expiration Date,
you must tender your Outstanding Notes according to the guaranteed delivery
procedure. A summary of this procedure follows, but you should read the section
in the prospectus titled "The Exchange Offer--Guaranteed Delivery Procedures"
for more complete information. As used in this letter of transmittal, an
"Eligible Institution" is any participant in a Recognized Signature Guarantee
Medallion Program within the meaning of Rule 17Ad-15 of the Securities Exchange
Act of 1934 (the "Exchange Act").
For a tender made through the guaranteed delivery procedure to be valid, the
exchange agent must receive a properly completed and executed Notice of
Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York
City time, on the Expiration Date. The Notice of Guaranteed Delivery must be
delivered by an Eligible Institution and must:
(a) state your name and address;
(b) list the certificate numbers and principal amounts of the
Outstanding Notes being tendered;
(c) state that tender of your Outstanding Notes is being made through
the Notice of Guaranteed Delivery; and
(d) guarantee that this letter of transmittal, or a manually signed
facsimile of it, or an Agent's Message, in the case of a book-entry
transfer, the certificates representing the Outstanding Notes, or a
confirmation of DTC book-entry transfer, and all other required documents
will be deposited with the exchange agent by the Eligible Institution within
three New York Stock Exchange trading days after the date of execution of
the Notice of Guaranteed Delivery.
The exchange agent must receive your Outstanding Notes certificates, or a
confirmation of DTC book entry, in proper form for transfer, this letter of
transmittal and all required documents within three New York Stock Exchange
trading days after the date of execution of the Notice of Guaranteed Delivery or
your tender will be invalid and may not be accepted for exchange.
8
Georgia Gulf has the sole right to decide any questions about the validity,
form, eligibility, time of receipt, acceptance or withdrawal of tendered
Outstanding Notes, and its decision will be final and binding. Georgia Gulf's
interpretation of the terms and conditions of the Exchange Offer, including the
instructions contained in this letter of transmittal and in the prospectus under
the heading "The Exchange Offer--Conditions", will be final and binding on all
parties.
Georgia Gulf has the absolute right to reject any or all of the tendered
Outstanding Notes if:
(1) the Outstanding Notes are not properly tendered; or
(2) in the opinion of counsel, the acceptance of those Outstanding Notes
would be unlawful.
Georgia Gulf may also decide to waive any conditions, defects, or invalidity
of tender of Outstanding Notes and accept such Outstanding Notes for exchange.
Any defect or invalidity in the tender of Outstanding Notes that is not waived
by Georgia Gulf must be cured within the period of time set by Georgia Gulf.
It is your responsibility to identify and cure any defect or invalidity in
the tender of your Outstanding Notes. Tender of your Outstanding Notes will not
be considered to have been made until any defect is cured or waived. None of
Georgia Gulf, the exchange agent or any other person is required to notify you
that your tender was invalid or defective, and no one will be liable for any
failure to notify you of such a defect or invalidity in your tender of
Outstanding Notes. As soon as reasonably possible after the Expiration Date, the
exchange agent will return to the Holder any Outstanding Notes that were
invalidly tendered if the defect of invalidity has not been cured or waived.
2. TENDER BY HOLDER. You must be a Holder of Outstanding Notes in order to
participate in the Exchange Offer. If you are a beneficial holder of Outstanding
Notes who wishes to tender, but you are not the registered Holder, you must
arrange with the registered Holder to execute and deliver this letter of
transmittal on his, her or its behalf. Before completing and executing this
letter of transmittal and delivering the registered Holder's Outstanding Notes,
you must either make appropriate arrangements to register ownership of the
Outstanding Notes in your name or obtain a properly executed bond power from the
registered Holder. The transfer of registered ownership of Outstanding Notes may
take a long period of time.
3. PARTIAL TENDERS. If you are tendering less than the entire principal
amount of Outstanding Notes represented by a certificate, you should fill in the
principal amount you are tendering in the last column of the box entitled
"Description of Outstanding Notes". The entire principal amount of Outstanding
Notes listed on the certificate delivered to the exchange agent will be deemed
to have been tendered unless you fill in the appropriate box. If the entire
principal amount of all Outstanding Notes is not tendered, a certificate will be
issued for the principal amount of those Outstanding Notes not tendered.
Unless a different address is provided in the appropriate box on this letter
of transmittal, certificate(s) representing Exchange Notes issued in exchange
for any tendered and accepted Outstanding Notes will be sent to the registered
Holder at his or her registered address, promptly after the Outstanding Notes
are accepted for exchange. In the case of Outstanding Notes tendered by
book-entry transfer, any untendered Outstanding Notes and any Exchange Notes
issued in exchange for tendered and accepted Outstanding Notes will be credited
to accounts at DTC.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
- If you are the registered Holder of the Outstanding Notes tendered with
this document, and are signing this letter of transmittal, your signature
must match exactly with the name(s) written on the face of the Outstanding
Notes. There can be no alteration, enlargement, or change in your
signature in any manner. If certificates representing the Exchange Notes,
or certificates issued to replace any Outstanding Notes you have not
tendered, are to be issued to you as the registered
9
Holder, do not endorse any tendered Outstanding Notes and do not provide a
separate bond power.
- If you are not the registered Holder, or if Exchange Note or any
replacement Outstanding Note certificates will be issued to someone other
than you, you must either properly endorse the Outstanding Notes you have
tendered or deliver with this letter of transmittal a properly completed
separate bond power. Please note that the signatures on any endorsement or
bond power must be guaranteed by an Eligible Institution.
- If you are signing this letter of transmittal but are not the registered
Holder(s) of any Outstanding Notes listed on this document under the
"Description of The Notes", the Outstanding Notes tendered must be
endorsed or accompanied by appropriate bond powers, in each case signed in
the name of the registered Holder(s) exactly as it appears on the
Outstanding Notes. Please note that the signatures on any endorsement or
bond power must be guaranteed by an Eligible Institution.
- If this letter of transmittal, any Outstanding Notes tendered or any bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a
fiduciary or representative capacity, those persons must indicate their
title or capacity when signing. Unless waived by Georgia Gulf, evidence
satisfactory to Georgia Gulf of that person's authority to act must be
submitted with this letter of transmittal. Please note that the signatures
on any endorsement or bond power must be guaranteed by an Eligible
Institution.
- ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION UNLESS ONE OF THE FOLLOWING SITUATIONS APPLY:
- If this letter is signed by the registered Holder(s) of the Outstanding
Notes tendered with this letter of transmittal and such Holder(s) has not
completed the box titled "Special Issuance Instructions" or the box
titled "Special Delivery Instructions"; or
- If the Outstanding Notes are tendered for the account of an Eligible
Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If different from the name
and address of the person signing this letter of transmittal, you should
indicate, in the applicable box or boxes, the name and address where Outstanding
Notes issued in replacement for any untendered or tendered but unaccepted
Outstanding Notes should be issued or sent. If replacement notes for Outstanding
Notes are to be issued in a different name, you must indicate the taxpayer
identification or social security number of the person named.
6. TRANSFER TAXES. Georgia Gulf will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes in the Exchange Offer. However,
transfer taxes will be payable by you (or by the tendering Holder if you are
signing this letter on behalf of a tendering Holder) if:
- certificates representing Exchange Notes or notes issued to replace any
Outstanding Notes not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, a person
other than the registered Holder;
- tendered Outstanding Notes are registered in the name of any person other
than the person signing this letter of transmittal; or
- a transfer tax is imposed for any reason other than the exchange of
Outstanding Notes according to the Exchange Offer. If satisfactory
evidence of the payment of those taxes or an exemption from payment is not
submitted with this letter of transmittal, the amount of those transfer
taxes will be billed directly to the tendering Holder. Until those
transfer taxes are paid, Georgia Gulf will not be required to deliver any
Exchange Notes required to be delivered to, or at the direction of, such
tendering Holder.
10
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be attached to the Outstanding Notes listed in this letter of
transmittal.
7. FORM W-9. You must provide the exchange agent with a correct Taxpayer
Identification Number ("TIN") for the Holder on the enclosed Form W-9. If the
Holder is an individual, the TIN is his or her social security number. If you do
not provide the required information on the Form W-9, you may be subject to 31%
federal income tax withholding on certain payments made to the Holders of
Exchange Notes. Certain Holders, such as corporations and certain foreign
individuals, are not subject to these backup withholding and reporting
requirements. For additional information, please read the enclosed Guidelines
for Certification of TIN on Substitute Form W-9. To prove to the exchange agent
that a foreign individual qualifies as an exempt Holder, the foreign individual
must submit a Form W-8, Form W-8 BEN 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.
8. WAIVER OF CONDITIONS. Georgia Gulf may choose, at any time and for any
reason, to amend, waive or modify certain of the conditions to the Exchange
Offer. The conditions applicable to tenders of Outstanding Notes in the Exchange
Offer are described in the prospectus under the heading "The Exchange
Offer--Conditions".
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If your
Outstanding Notes have been mutilated, lost, stolen or destroyed, you should
contact the exchange agent at the address listed on the cover page of this
letter of transmittal for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have questions,
need assistance, or would like to receive additional copies of the prospectus or
this letter of transmittal, you should contact the exchange agent at the address
listed above. You may also contact your broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE
PAYER.--Social Security Numbers have nine digits separated by two hyphens: I.E.
000-00-0000. Employer Identification Numbers have nine digits separated by only
one hyphen: I.E. 00-0000000. The table below will help determine the number to
give the payer.
GIVE THE
FOR THIS TYPE OF ACCOUNT SOCIAL SECURITY
NUMBER OF--
1. An individual's account. The individual
2. Two or more individuals The actual owner
(joint account) of the account or,
if combined funds,
the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust The actual
account that is not a owner(1)
legal or valid trust
under State law
5. Sole proprietorship The owner(3)
account
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT IDENTIFICATION
NUMBER OF--
6. A valid trust, estate, or The legal entity
pension trust (Do not furnish
the identifying
number of the
personal
representative or
trustee unless the
legal entity
itself is not
designated in the
account title.)(4)
7. Corporate account The corporation
8. Religious, charitable, or The organization
educational organization
account
9. Partnership The partnership
10. Association, club or The organization
other tax-exempt
organization
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. If
only one person on a joint account has a Social Security Number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show the name of the owner. You may also enter your business name. You may
use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a Taxpayer Identification Number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on broker transactions
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under Section 501(a), an individual
retirement plan, or a custodial account under Section 403(b)(7), if the
account satisfies the requirements of Section 401(f)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A dealer in securities or commodities required to be registered in the
United States, the District of Columbia, or a possession of the United
States.
- A real estate investment trust.
- A futures commissions merchant registered with the Commodity Futures
Trading Commission.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
- A person registered under the Investment Advisors Act of 1940 who
regularly acts as a broker.
Payments of dividends not generally subject to backup withholding include the
following:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments described in Section 404(k) made by an employee stock ownership
plan.
Payments of interest not generally subject to backup withholding include the
following:
- 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 Taxpayer Identification Number to the payer.
- Payments of tax-exempt interest (including tax-exempt interest dividends
under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE - Section 6109 requires most recipients of dividend,
interest, or other payments to give Taxpayer Identification Numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a Taxpayer Identification Number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. - If you
fail to furnish your Taxpayer Identification Number to a payer, 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.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
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(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OUTSTANDING NOTES TENDERED OUTSTANDING NOTES ACCEPTED
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Delivery Prepared by: __________________________________________________________
Checked by: ____________________________________________________________________
Date: __________________________________________________________________________
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