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EXHIBIT 99.1
LETTER OF TRANSMITTAL
HEXCEL CORPORATION
OFFER FOR ALL OUTSTANDING
9 3/4% SENIOR SUBORDINATED NOTES DUE 2009 ISSUED ON JUNE 29, 2001
IN EXCHANGE FOR
9 3/4% SENIOR SUBORDINATED NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED AUGUST , 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2001,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN BEFORE 5:00
P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT IS:
The Bank of New York
FOR OVERNIGHT DELIVERY, DELIVERY BY HAND OR DELIVERY BY REGISTERED OR CERTIFIED
MAIL:
The Bank of New York
Reorganization Department
101 Barclay Street, 7E
New York, NY 10286
ATTENTION: Duong Nguyen
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 815-6339
CONFIRM FACSIMILE BY TELEPHONE ONLY:
(212) 815-3687
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
The undersigned acknowledges receipt of the Prospectus dated ,
2001 (the "Prospectus") of Hexcel Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $100,000,000 of the Company's 9 3/4% Senior
Subordinated Notes Due 2009 (the "Exchange Notes") which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for an
equal aggregate principal amount of its issued and outstanding 9 3/4% Senior
Subordinated Notes Due 2009 issued on June 29, 2001 (the "Original Notes") from
the registered holders thereof (the "Holders").
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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 bear interest from
July 15, 2001. Accordingly, registered Holders of Exchange Notes on the relevant
record date for the first interest payment date following the consummation of
the Exchange Offer will receive interest accruing from July 15, 2001. Original
Notes accepted for exchange will cease to accrue interest from and after the
date of consummation of the Exchange Offer. Holders of Original Notes whose
Original Notes are accepted for exchange will not receive any payment in respect
of accrued interest on such Original Notes otherwise payable on any interest
payment date the record date of which occurs on or after consummation of the
Exchange Offer.
This Letter is to be completed by holders of Original Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Original Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at the book-entry transfer facility,
The Depository Trust Company ("DTC"), pursuant to the procedures set forth in
"The Exchange Offer--Book-Entry Transfer" 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 tender of
their Original Notes into the Exchange Agent's account at DTC (a "Book-Entry
Confirmation") and all other documents required by this Letter of Transmittal 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--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
All capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus.
The undersigned has checked 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 Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. The minimum permitted tender is $1,000 in principal
amount. All other tenders must be in integral multiples of $1,000.
<Table>
<Caption>
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DESCRIPTION OF ORIGINAL NOTES
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(1) (2) (3)
AGGREGATE
PRICIPAL PRINCIPAL
NAME(S) AND ADDRESS(S) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* ORIGINAL NOTE(S) TENDERED**
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----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
TOTAL
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* Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated, 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.
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</Table>
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 Original Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering such a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. A broker-dealer may not participate in the Exchange
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Offer with respect to the Original Notes acquired other than as a result of
market-making activities or other trading activities. Any Holder who is an
"affiliate" of the Company or who has an arrangement or understanding with
respect to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, or any broker-dealer who purchased Original Notes from the
Company to resell pursuant to Rule 144A under the Securities Act or any other
available exemption under the Securities Act must comply with the registration
and prospectus delivery requirements under the Securities Act.
/ / 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 ______________________________________________
DTC Account Number Transaction Code Number _________________________________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution Which Guaranteed Delivery ______________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
DTC Account Number _____________ Transaction Code Number ____________
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
/ / 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 AND COMPLETE THE FOLLOWING.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates for Original Notes not exchanged
and/or Exchange Notes are to be issued in the name of someone other than the
undersigned, or if Original Notes delivered by book-entry transfer which are
not accepted for exchange are to be returned by credit to an account
maintained at the book-entry transfer facility other than the account
indicated above.
Issue Exchange Notes and/or Original Notes to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
/ / Credit unexchanged Original Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, AND 6)
To be completed ONLY if certificates for Original Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the undersigned
or to such person or persons at an address other than shown in the box
entitled "Description of Original Notes" above.
Mail Exchange Notes and/or Original Notes to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered with this Letter of Transmittal in
accordance with the terms and conditions of the Exchange Offer (including, if
the Exchange Offer is extended or amended, the terms and conditions of any such
extension or amendment), the undersigned hereby exchanges, 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 undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Original Notes, with full power of substitution, among
other things, to cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that it has full power
and authority to tender, sell, assign and transfer the Original Notes, and to
acquire Exchange Notes issuable upon the exchange of such tendered Original
Notes, 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 claim 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
participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and that neither the Holder of such Original Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Original Notes 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 have no
arrangement with any person to participate in the distribution of such Exchange
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
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 of Transmittal 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.
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Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" above, 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" above, 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 OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
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TENDERING HOLDER(S) PLEASE SIGN HERE
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
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____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)
Date: ______________, 2001
Date: ______________, 2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the certificate(s) for the Original Notes hereby tendered or in whose name
Original Notes are registered on the books of DTC or one of its
participants, 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 of
such person. See Instruction 3.)
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: _______________________________________________
Taxpayer Identification No. or Social Security No.: ________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED BY INSTRUCTION 3)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _____________________________________________________________________
Name of Firm: ______________________________________________________________
(Title) ____________________________________________________________________
Address: ___________________________________________________________________
(INCLUDING ZIP CODE
Area Code and Telephone No.: _______________________________________________
Date.: _____________________________________________________________________
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3
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND 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--Book-Entry Transfer" section of the Prospectus. 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 manually signed
facsimile hereof) 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.
Holders 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--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution,
(ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (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 guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the Expiration
Date, the certificates for all physically tendered Original Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and any
other documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Original Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within three NYSE
trading days after the Expiration Date.
The method of delivery of this Letter of Transmittal, the Original Notes and
all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Original Notes are sent by mail, it is
suggested that the mailing be registered mail, properly insured, with return
receipt requested, made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS.
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--Principal 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 of Transmittal, 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.
Tenders of Original Notes may be withdrawn at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Original Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 P.M., New York City time, on the Expiration Date. Any
such notice of withdrawal must (i) specify the name of the person having
tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify the
Original Notes to be withdrawn (including certificate number or numbers and the
principal amount of such Original Notes), (iii) contain a statement that such
holder is withdrawing his election to have such Original Notes exchanged,
(iv) be signed by the holder in the
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same manner as the original signature on the Letter by which such Original Notes
were tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Original Notes
register the transfer of such Original Notes in the name of the person
withdrawing the tender and (v) specify the name in which such Original Notes are
registered, if different from that of the Depositor. If Original Notes have been
tendered pursuant to the procedure for book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus, any notice of
withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Original Notes and otherwise
comply with the procedures of such facility. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by the Company, whose determination shall be final and binding on all
parties. Any Original Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer and no Exchange Notes
will be issued with respect thereto unless the Original Notes so withdrawn are
validly retendered.
Any Original Notes that have been tendered for exchange but which are not
exchanged for any reason will be returned to the Holder thereof without cost to
such Holder (or, in the case of Original Notes tendered by book-entry transfer
into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant
to the book-entry transfer procedures set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus, such Original Notes will
be credited to an account maintained with the Book-Entry Transfer Facility for
the Original Notes) as soon as practicable after withdrawal, rejection of tender
or termination of the Exchange Offer. Properly withdrawn Original Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 P.M., New York City time, on the Expiration Date.
3. 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
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 of such owners must sign this Letter of Transmittal. 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 of Transmittal as there are different registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Original Notes) of the Original Notes specified herein and tendered
hereby, no endorsements of certificates or separate bond powers are required,
unless Exchange Notes issued in exchange therefor are to be issued, or Original
Notes are not tendered or not exchanged are to be returned, in the name of any
person other than the registered holder. Signatures on any such certificates or
bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers in
form satisfactory to the Company and duly executed by the registered holder, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s).
If this Letter of Transmittal 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 with this Letter of Transmittal.
Endorsements on certificates or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless the Original Notes are tendered: (i) by a holder who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) for the account of an
Eligible Institution (as
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defined below). In the event that the exhibit 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 guarantor institution which
is a member of a firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. a commercial bank or trust
company having an office or correspondence in the United States or another
"eligible institutions" within the meaning of Rule 17 Ad-15 under the Securities
and Exchange Act of 1934, as amended (an "Eligible Institution"). If Original
Notes are registered in the name of a person other than the signer of the Letter
of Transmittal, the Original 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.
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 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. Noteholders tendering Original Notes by book-entry transfer
may request that Original Notes not exchanged be credited to such account
maintained at DTC as such noteholder may designate hereon. If no such
instructions are given, such Original Notes not exchanged will be returned to
the name and address of the person signing this Letter of Transmittal.
5. TAXPAYER IDENTIFICATION NUMBER.
United States federal income tax law generally requires that a tendering
holder whose Original Notes are accepted for exchange must provide the Exchange
Agent with (i) such holder's correct taxpayer identification number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or (ii) in the case of certain exempt foreign persons, the appropriate Form W-8
as discussed below. If such tendering holder is an individual, the TIN is his or
her social security number. If a tendering holder does not provide the Exchange
Agent with its current TIN, such tendering holder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition, the
Exchange Agent may be required to withhold up to 30.5% of the amount of any
reportable payment made after the exchange to such tendering holder (the general
backup withholding tax will be imposed at a rate of 30.5% for any reportable
payment made after August 6, 2001, but will be gradually reduced to 28% for
reportable payments made in 2006 and thereafter). If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Original Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Certain foreign persons can qualify for this exemption
by submitting properly completed Form W-8BEN CERTIFICATE OF FOREIGN STATUS OF
BENEFICIAL OWNER FOR UNITED STATES TAX WITHHOLDING, or Form W-8ECI, CERTIFICATE
OF FOREIGN PERSON'S CLAIM FOR EXEMPTION FROM WITHHOLDING ON INCOME EFFECTIVELY
CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES. A
Form W-8BEN or Form W-8ECI may be obtained from the Exchange Agent.
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, under penalties of perjury, 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 IRS that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the IRS has notified the holder that such holder
is no longer subject to backup withholding. 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 the
tendering holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN and write "applied for" in
lieu of its TIN in Part 1 of the Substitute Form W-9. Note: 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. In such case, the
Exchange Agent will retain 30.5% of any reportable payment made to a
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holder during the sixty (60) day period following the date of the Substitute
Form W-9. If the holder furnishes the Exchange Agent with its TIN within sixty
(60) days of the Substitute Form W-9, the Exchange Agent will remit any such
amount retained during such sixty (60) day period to such holder and no further
amounts will be retained or withheld from payments made to the holder
thereafter. If, however, such holder does not provide its TIN to the Exchange
Agent within such sixty (60) day period, the Exchange Agent will remit such
previously withheld amounts to the IRS as backup withholding and will withhold a
portion (not to exceed 30.5%--see discussion above regarding reductions in the
applicable backup withholding rates) of all reportable payments to the holder
thereafter until such holder furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
and exchange of Original Notes to it or its order pursuant to the Exchange
Offer. If, however, Exchange Notes and/or substitute Original 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 Original Notes tendered
hereby, or if tendered Original Notes are registered in the name of any person
other than the person signing this Letter, or if a transfer tax is imposed for
any reason other than the transfer of Original 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 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER
OF TRANSMITTAL.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. IRREGULARITIES
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Letters of Transmittal or Original Notes will be
resolved by the Company, whose determination shall be final and binding. The
Company reserves the absolute right to reject any or all Letters of Transmittal
or tenders that are not in proper form or the acceptance of which would, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
right to waive any irregularities or conditions of tender as to the particular
Original Notes covered by any Letter of Transmittal or tendered pursuant to such
letter. None of the Company, the Exchange Agent or any other person will be
under any duty to give notification of any defects or irregularities in tenders
or incur any liability for failure to give any such notification. The Company's
interpretation of the terms and conditions of the Exchange Offer shall be final
and binding.
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, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the Exchange
Agent, at the address and telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(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.
7
<Page>
IMPORTANT TAX INFORMATION
The holder is required to give the Exchange Agent the social security number
or employer identification number of the holder of the Original Notes. If the
Original Notes are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
<Table>
PAYER'S NAME: THE BANK OF NEW YORK
PART 1--Taxpayer Identification SOCIAL SECURITY NUMBER(S)
Number--For all accounts enter Taxpayer
Identification Number in the
SUBSTITUTE box at right. (For most individuals,
FORM W-9 this is your social security number. For OR
DEPARTMENT OF THE TREASURY sole proprietors or resident aliens, see
INTERNAL REVENUE SERVICE the W-9 Guidelines. For other entities, EMPLOYER IDENTIFICATION NUMBER
it is your Employer Identification (IF AWAITING TIN, WRITE "APPLIED
Number. If you do not have a number, see FOR")
Obtaining a Number in the enclosed W-9
Guidelines). Certify by signing and
dating below.
NOTE: If the account is in more than one
name, see chart in the enclosed W-9
Guidelines to determine which number to
give the payer.
PAYER'S REQUEST FOR
TAXPAYER PART 2--For payees exempt from backup withholding, see the enclosed W-9
IDENTIFICATION NUMBER ("TIN") Guidelines and complete as instructed therein.
AND CERTIFICATION Certifications--Under the penalties of perjury, I certify that:
(1)
the number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me), and
(2)
I am not subject to backup withholding either because: (i) I am exempt from
backup withholding, (ii) 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 (iii) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting of interest or dividends on your tax returns.
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 not
longer subject to backup withholding, do not cross out item (2).
The IRS does not require your consent to any provision of this document other
than the certifications required to avoid backup withholding.
Signature Date
Name (Please Print)
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 30.5 PERCENT OF ANY AMOUNT PAID TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
<Page>
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, a portion (not to exceed 30.5%) of all reportable
payments made to me on account of the Exchange Notes will be retained until I
provide a taxpayer identification number to the Exchange Agent 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 backup
withholding and a portion (not to exceed 30.5%) 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 _________________
___________________________________________
Name (Please Print)