LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
13% SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2009
OF
ANVIL HOLDINGS, INC.
PURSUANT TO THE PROSPECTUS DATED _________, 1997
THE PREFERRED EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
__________, 1997 UNLESS EXTENDED.
TO: UNITED STATES TRUST COMPANY OF NEW YORK (THE "EXCHANGE AGENT")
BY REGISTERED OR CERTIFIED MAIL:
United States Trust Company of New York
843 Cooper Station
New York, New York 10276
Attn: Corporate Trust Operations
BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.:
United States Trust Company of New York
770 Broadway - 13th Floor
New York, New York 10003
Attn: Corporate Trust Operations
BY HAND BEFORE 4:30 P.M.:
United States Trust Company of New York
111 Broadway
New York, New York 10006
Attn: Lower Level Corporate Trust Window
BY FACSIMILE: (212) 420-6152
Attn: Corporate Trust Operations
Confirm by telephone: (800) 548-6565
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of transmittal is completed
The undersigned acknowledges receipt of the Prospectus, dated
_____________, 1997 (the "Prospectus") of Anvil Holdings, Inc. (the "Company")
and the related Letter of Transmittal (the "Letter of Transmittal"), which
together describe the Company's offer (the "Preferred Exchange Offer") to
exchange $1,000 liquidation preference of its 13% Senior Exchangeable Preferred
Stock due 2009, Series B (the "New Senior Preferred Stock"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement, for each $1,000 liquidation preference of
its outstanding 13% Senior Exchangeable Preferred Stock due 2009 (the "Old
Senior Preferred Stock"), of which $30,000,000 aggregate liquidation preference
is outstanding. The term "Expiration Date" shall mean 5:00 p.m., New York City
time, on _________, 1997, unless the Company, in its sole discretion, extends
the Preferred Exchange Offer, in which case the term shall mean the latest date
and time to which the Preferred Exchange Offer is extended. The term "Holder"
with respect to the Preferred Exchange Offer means any person in whose name Old
Senior Preferred Stock are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. Capitalized terms used but not defined herein have the respective
meanings set forth in the Prospectus.
This Letter of Transmittal is to be used by holders of Old Senior Preferred
Stock if (i) certificates representing the Old Senior Preferred Stock are to be
physically delivered to the Exchange Agent herewith, (ii) tender of the Old
Senior Preferred Stock is to be made by book entry transfer to the Exchange
Agent's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus under the
caption "The Preferred Exchange Offer--Procedures for Tendering" by any
financial institution that is a participant in the Book-Entry Transfer Facility
and whose name appears on a security position listing as the owner of Old Senior
Preferred Stock (such participants acting on behalf of holders, are referred to
herein, together with such holders, as "Authorized Holders") or (iii) tender of
the Old Senior Preferred Stock is to be made according to the guaranteed
delivery procedures described in the Prospectus under the caption "The Preferred
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2 below.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Preferred Exchange Offer. Holders who wish to tender their Old Senior
Preferred Stock must complete this letter in its entirety.
/ / CHECK HERE IF TENDERED OLD SENIOR PREFERRED STOCK IS 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: ___________________________________________
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
Aggregate liquidation preference of Tendered Old Senior Preferred Stock:
If Holders desire to tender Old Senior Preferred Stock pursuant to the
Preferred Exchange Offer and (i) time will not permit this Letter of
Transmittal, certificates representing Old Senior Preferred Stock or other
required document to reach the Exchange Agent prior to the Expiration Date, or
(ii) the procedures for book entry transfer cannot be completed prior to the
Expiration Date, such Holders may effect a tender of such Old Senior Preferred
Stock in accordance with the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Preferred Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2 below.
/ / CHECK HERE IF TENDERED OLD SENIOR PREFERRED STOCK IS BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s): __________________________________
Window Ticket No. (if any): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Eligible Institution
that Guaranteed Delivery: ________________________________________________
If Delivered by Book-Entry Transfer,
the Account Number: ______________________________________________________
Transaction Code Number: _________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER
THE EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
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PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE NEW
SENIOR PREFERRED STOCK.
Name: ____________________________________________________________________
Address: _________________________________________________________________
__________________________________________________________________________
Attention: _______________________________________________________________
List below the Old Senior Preferred Stock to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
numbers and aggregate liquidation preference of Old Senior Preferred Stock
should be listed on a separate signed schedule affixed hereto.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
___________________________________________________________________________________________
BOX 1
DESCRIPTION OF OLD SENIOR PREFERRED STOCK*
___________________________________________________________________________________________
Aggregate Liquidation
Name(s) and Address(es) of Aggregate Liquidation Preference Tendered (must
Registered Holder(s) Certificate Preference Represented be an Integral Multiple
(Please fill in, if blank) Number(s) by Certificate(s) of $1,000)**
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
Total
__________________________________________________________________________________________
* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Aggregate Liquidation Preference
Tendered," any tendering Holder of Old Senior Preferred Stock will be
deemed to have tendered the entire aggregate liquidation preference
represented by the column labeled "Aggregate Liquidation Preference
Represented by Certificate(s)." If the space provided above is inadequate,
list the certificate numbers and aggregate liquidation preferences on a
separate signed schedule and affix the list to this Letter of Transmittal.
The minimum permitted tender is $1,000 in liquidation preference of Old
Senior Preferred Stock. All other tenders must be in integral multiples of
$1,000.
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BOX 2
SPECIAL REGISTRATION
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Senior Preferred Stock in an
aggregate liquidation preference not tendered, or New Senior Preferred Stock
issued in exchange for Old Senior Preferred Stock accepted for exchange, are to
be issued in the name of someone other than the undersigned.
Issue certificate(s) to:
Name __________________________________________
(Please Print)
Address________________________________________
_______________________________________________
(Include Zip Code)
_______________________________________________
(Tax Indemnification or Social Security Number)
BOX 3
SPECIAL REGISTRATION
INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Senior Preferred Stock in an
aggregate liquidation preference not tendered, or New Senior Preferred Stock
issued in exchange for Old Senior Preferred Stock accepted for exchange, are to
be sent to someone other than the undersigned, or to the undersigned at an
address other than that shown above.
Deliver certificate(s) to:
Name___________________________________________
(Please Print)
Address________________________________________
_______________________________________________
(Include Zip Code)
_______________________________________________
(Tax Indemnification or Social Security Number)
BOX 4
BROKER-DEALER STATUS
/ / Check this box if the Beneficial Owner of the Old Senior Preferred Stock
is a Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Old Senior Preferred Stock for its own account as a result
of market-making activities or other trading activities. IF THIS BOX IS
CHECKED, PLEASE SEND A COPY OF THIS LETTER OF TRANSMITTAL TO JACOB
HOLLANDER, VICE PRESIDENT OF THE COMPANY, VIA FACSIMILE: (212) 885-9411.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Preferred Exchange Offer, the
undersigned hereby tenders to Anvil Holdings, Inc. (the "Company"), the
aggregate liquidation preference of Old Senior Preferred Stock indicated above.
Subject to and effective upon the acceptance for exchange of the aggregate
liquidation preference of Old Senior Preferred Stock tendered in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the Old
Senior Preferred Stock tendered hereby. 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 Old Senior Preferred Stock with the full power of
substitution to (i) present such Old Senior Preferred Stock and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Senior
Preferred Stock on the account books maintained by the Book-Entry Transfer
Facility to, or upon, the order of, the Company, (ii) deliver certificates for
such Old Senior Preferred Stock to the Company and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company and
(iii) present such Old Senior Preferred Stock for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Senior Preferred Stock, all in accordance with the terms
of the Preferred Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Senior
Preferred Stock tendered hereby and that the Company will acquire good, valid
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claims, when the same
are acquired by the Company. The undersigned hereby further represents that
any New Senior Preferred Stock acquired in exchange for Old Senior Preferred
Stock tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Senior Preferred Stock, whether or
not such person is the undersigned, that neither the undersigned nor any
other such person has any arrangement or understanding with any person to
participate in the distribution of such New Senior Preferred Stock and that
neither the undersigned nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act of 1933, as amended, of the
Company. In addition, the undersigned and any such person acknowledge that
(a) any person participating in the Preferred Exchange Offer for the purpose
of distributing the New Senior Preferred Stock must, in the absence of an
exemption therefrom, comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale of
the New Senior Preferred Stock and cannot rely on the position of the Staff
of the Securities and Exchange Commission enunciated in no-action letters and
(b) failure to comply with such requirements in such instance could result in
the undersigned or such person incurring liability under the Securities Act
for which the undersigned or such person is not indemnified by the Company.
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 assignment, transfer and purchase of the Old Senior
Preferred Stock tendered hereby. 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 New Senior Preferred Stock. If the undersigned
is a broker-dealer that will receive New Senior Preferred Stock for its own
account in exchange for Old Senior Preferred Stock 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 New Senior Preferred Stock, however, by so acknowledging and by
delivering a Prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" the meaning of the Securities Act. Unless otherwise
notified in accordance with the instructions set forth herein in Box 3 under
"Broker-Dealer Status," the Company will assume that the undersigned is not a
Participating Broker-Dealer.
For purposes of the Preferred Exchange Offer, the Company shall be deemed
to have accepted validly tendered Old Senior Preferred Stock when, as and if
the Company has given oral or written notice thereof to the Exchange Agent.
If any Old Senior Preferred Stock tendered herewith are not accepted for
exchange pursuant to the Preferred Exchange Offer for any reason,
certificates for any such unaccepted Old Senior Preferred Stock will be
returned, without expense, to the undersigned at the address shown below or
to a different address as may be indicated herein in Box 3 under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
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All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representative, successors and assigns.
The undersigned understands that tenders of Old Senior Preferred Stock
pursuant to the procedures described under the caption "The Preferred Exchange
Offer--Procedures for Tendering" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Preferred Exchange
Offer, subject only to withdrawal of such tenders on the terms set forth in the
Prospectus under the caption "The Preferred Exchange Offer--Withdrawal of
Tenders."
Unless otherwise indicated in Box 2 under "Special Registration
Instructions," please issue the certificates (or electronic transfers)
representing the New Senior Preferred Stock issued in exchange for the Old
Senior Preferred Stock accepted for exchange and any certificates (or
electronic transfers) for Old Senior Preferred Stock not tendered or not
exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated in Box 3 under "Special Delivery Instructions," please send the
certificates, if any, representing the New Senior Preferred Stock issued in
exchange for the Old Senior Preferred Stock accepted for exchange and any
certificates for Old Senior Preferred Stock not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the
address shown below in the undersigned's signature(s). In the event that
both "Special Registration Instructions" and "Special Delivery Instructions"
are completed, please issue the certificates representing the New Senior
Preferred Stock issued in exchange for the Old Senior Preferred Stock
accepted for exchange in the name(s) of, and return any certificates for Old
Senior Preferred Stock not tendered or not exchanged to, the person(s) so
indicated. The undersigned understands that the Company has no obligation
pursuant to the "Special Registration Instructions" and "Special Delivery
Instructions" to transfer any Old Senior Preferred Stock from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any
of the Old Senior Preferred Stock so tendered.
Holders who wish to tender their Old Senior Preferred Stock and (i) whose
Old Senior Preferred Stock are not immediately available or (ii) who cannot
deliver the Old Senior Preferred Stock, this Letter of Transmittal or any
other documents required hereby to the Exchange Agent prior to the Expiration
Date, may tender their Old Senior Preferred Stock according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Preferred Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2
regarding the completion of this Letter of Transmittal printed below.
The lines below must be signed by the registered holder(s) exactly as
their name(s) appear(s) on the Old Senior Preferred Stock or by a participant
in the Book-Entry Transfer Facility, exactly as such participant's name
appears on a security position listing as the owner of the Old Senior
Preferred Stock, 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 Old Senior
Preferred Stock to which this Letter of Transmittal relate are held of record
by two or more joint holders, then all such holders must sign this Letter of
Transmittal.
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_______________________________________________________________________________
PLEASE SIGN HERE WHETHER OR NOT
OLD SENIOR PREFERRED STOCK ARE BEING PHYSICALLY TENDERED HEREBY
X_________________________________________________________________ __________
Date
X_________________________________________________________________ __________
Date
Area Code and Telephone Number: __________________________________
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 such person must (i) set forth his
or her full title below and (ii) submit evidence satisfactory to the Company
of such person's authority so to act. See Instruction 5 regarding the
completion of this Letter of Transmittal printed below.
Name(s):_______________________________________________________________________
(Please Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
_______________________________________________________________________________
MEDALLION SIGNATURE GUARANTEE
(If required by Instruction 5)
Certain Signatures must be Guaranteed by an Eligible Institution
Signature(s) Guaranteed by an Eligible Institution:____________________________
(Authorized Signature)
_______________________________________________________________________________
(Title)
_______________________________________________________________________________
(Name of Firm)
_______________________________________________________________________________
(Address, Include Zip Code)
_______________________________________________________________________________
(Area Code and Telephone Number)
Dated:_________________________________________________________________________
_______________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE PREFERRED EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD SENIOR
PREFERRED STOCK OR BOOK-ENTRY CONFIRMATIONS. Certificates representing the
tendered Old Senior Preferred Stock (or a confirmation of book-entry transfer
into the Exchange Agent's account with the Book-Entry Transfer Facility for
tendered Old Senior Preferred Stock transferred electronically), as well as a
properly completed and duly executed copy of this Letter of Transmittal (or
facsimile thereof), 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 prior to the Expiration Date. The
method of delivery of certificates for Old Senior Preferred Stock and all other
required documents is at the election and sole risk of the tendering holder and
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. As an alternative to delivery by mail, the holder may
wish to use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery. Neither the Company nor the
Exchange Agent is under an obligation to notify any tendering holder of the
Company's acceptance of tendered Old Senior Preferred Stock prior to the
completion of the Preferred Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Senior Preferred Stock but whose Old Senior Preferred Stock are not immediately
available and who cannot deliver their certificates for Old Senior Preferred
Stock (or comply with the procedures for book-entry transfer prior to the
Expiration Date), the Letter of Transmittal and any other documents required by
the Letter of Transmittal to the Exchange Agent prior to the Expiration Date
must tender their Old Senior Preferred Stock according to the guaranteed
delivery procedures set forth below. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member
of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having
an office or correspondent in the United States (an "Eligible
Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have
received from the holder and the Eligible Institution a properly completed
and duly executed Notice of Guaranteed Delivery (by facsimile transmission,
mail, or hand delivery) setting forth the name and address of the holder,
the certificate number or numbers of the tendered Old Senior Preferred
Stock, and the aggregate liquidation preference of tendered Old Senior
Preferred Stock and stating that the tender is being made thereby and
guaranteeing that, within five New York Stock Exchange trading days after
the Expiration Date, the Letter of Transmittal (or facsimile thereof),
together with the tendered Old Senior Preferred Stock (or a confirmation of
book-entry transfer into the Exchange Agent's account with the Book-Entry
Transfer Facility for Old Senior Preferred Stock transferred
electronically) and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent; and
(iii) such properly completed and executed Letter of Transmittal
and certificates representing the tendered Old Senior Preferred Stock in
proper form for transfer (or a confirmation of book-entry transfer into the
Exchange Agent's account with the Book-Entry Transfer Facility for Old
Senior Preferred Stock transferred electronically) must be received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date.
Any holder who wishes to tender Old Senior Preferred Stock pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such Old Senior
Preferred Stock prior to the Expiration Date. Failure to complete the
guaranteed delivery procedures outlined above will not, of itself, affect the
validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by a Holder who attempted to use the guaranteed delivery
person.
3. TENDER BY HOLDER. Only a holder of Old Senior Preferred Stock may
tender such Old Senior Preferred Stock in the Preferred Exchange Offer. Any
beneficial owner of Old Senior Preferred Stock who is not the registered holder
and who wishes to tender should arrange with such holder to execute and deliver
this Letter of Transmittal on such owner's behalf or must, prior to completing
and executing this Letter of Transmittal and delivering
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such Old Senior Preferred Stock, either make appropriate arrangements to
register ownership of the Old Senior Preferred Stock in such owner's name or
obtain a properly completed bond power from the registered holder.
4. PARTIAL TENDERS. Tenders of Old Senior Preferred Stock will be
accepted only in integral multiples of $1,000 in aggregate liquidation
preference. If less than the entire aggregate liquidation preference of Old
Senior Preferred Stock is tendered, the tendering holder should fill in the
aggregate liquidation preference tendered in the column labeled "Aggregate
Liquidation Preference Tendered" of the box entitled "Description of Old Senior
Preferred Stock" (Box 1) above. The entire aggregate liquidation preference of
Old Senior Preferred Stock delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If the entire aggregate
liquidation preference of Old Senior Preferred Stock is not tendered, Old Senior
Preferred Stock for the aggregate liquidation preference of Old Senior Preferred
Stock not tendered and New Senior Preferred Stock exchanged for any Old Senior
Preferred Stock tendered will be sent to the holder at his or her registered
address (or transferred to the account of the Book-Entry Facility designated
above), unless a different address (or account) is provided in the appropriate
box on this Letter of Transmittal, as soon as practicable following the
Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURE. If this Letter of Transmittal is signed by
the registered holder(s) of the Old Senior Preferred Stock tendered herewith,
the signatures must correspond with the name(s) as written on the face of the
tendered Old Senior Preferred Stock without alteration, enlargement, or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
the Book-Entry Transfer Facility, the signature must correspond with the name as
it appears on the security position listing as the owner of the Old Senior
Preferred Stock.
If any of the tendered Old Senior Preferred Stock are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Senior Preferred Stock are held in different names on
several Old Senior Preferred Stock, it will be necessary to complete, sign, and
submit as many separate copies of the Letter of Transmittal documents as there
are names in which tendered Old Senior Preferred Stock are held.
If this Letter of Transmittal is signed by the registered holder or
Acting Holder, and New Senior Preferred Stock are to be issued and any
untendered or unaccepted aggregate liquidation preference of Old Senior
Preferred Stock are to be reissued or returned to the registered holder or
Acting Holder, then, the registered holder or Acting Holder need not and
should not endorse any tendered Old Senior Preferred Stock nor provide a
separate bond power. In any other case (including if this Letter of
Transmittal is not signed by the Acting Holder), the registered holder or
Acting Holder must either properly endorse the Old Senior Preferred Stock
tendered or transmit a properly completed separate bond power with this
Letter of Transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such Old Senior Preferred Stock, and, with
respect to a participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Old Senior Preferred
Stock, exactly as the name(s) of the participant(s) appear(s) on such
security position listings), with the signature(s) 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 Old Senior Preferred Stock 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
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
No medallion signature guarantee is required if (i) this Letter of
Transmittal is signed by the registered holder(s) of the Old Senior Preferred
Stock tendered herewith (or by a participant in the Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of
the Tendered Old Senior Preferred Stock) and the issuance of New Senior
Preferred Stock (and any Old Senior Preferred Stock not tendered or not
accepted) are to be issued directly to such registered holder(s) (or, if
signed by a participant in the Book-Entry Transfer Facility, any New Senior
Preferred Stock or Old Senior Preferred Stock not tendered or not accepted
are to be deposited to such participant's account at such Book-Entry Transfer
Facility) and neither the "Special Delivery Instructions" (Box 3) nor the
"Special Registration Instructions" (Box 2) has been completed, or (ii) such
Old Senior Preferred Stock are tendered for the account of an Eligible
Institution. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders
should indicate, in the applicable box, the name and address (or account at
the Book-Entry Transfer Facility) in which the New Senior Preferred Stock
and/or substitute Old Senior Preferred Stock for aggregate liquidation
preferences not tendered or not
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accepted for exchange are to be 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
number or social security number of the person named must also be indicated
and the indicated and the tendering holders should complete the applicable
box.
If no such instructions are given, the New Senior Preferred Stock (and
any Old Senior Preferred Stock not tendered or not accepted) will be issued
in the name of and sent to the Acting Holder of the Old Senior Preferred
Stock or deposited at such Acting Holders' account at the Book-Entry Transfer
Facility.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the sale and transfer of Old Senior Preferred Stock to it or
its order pursuant to the Preferred Exchange Offer. If, however, a transfer
tax is imposed for any reason other than the transfer and sale of Old Senior
Preferred Stock to the Company or its order pursuant to the Preferred
Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or on any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or
exemption from taxes therefrom is not submitted with this Letter of
Transmittal, the amount of 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 Old Senior Preferred Stock listed in
this Letter of Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law required that a
holder of any Old Senior Preferred Stock which are accepted for exchange must
provide the Company (as payor) with its correct taxpayer identification
number ("TIN"), which, in the case of a holder who is an individual, is his
or her social security number. If the Company is not provided with the
correct TIN, the Holder may be subject to a $50 penalty imposed by Internal
Revenue Service. (If withholding results in an over-payment of taxes, a
refund may be obtained.) Certain holders (including, among other, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting
a TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of
failure to report a interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to
backup withholding. If the Old Senior Preferred Stock are registered in more
than one name or are not in the name of the actual owner, see the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for information on which TIN to report.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of tendered Old
Senior Preferred Stock 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 Old Senior Preferred Stock not
validly tendered or any Old Senior Preferred Stock, the Company's acceptance
of which would, in the opinion of the Company or its counsel, be unlawful.
The Company also reserves the right to waive any conditions of the Preferred
Exchange Offer or defects or irregularities in tenders of Old Senior
Preferred Stock as to any ineligibility of any holder who seeks to tender Old
Senior Preferred Stock in the Preferred Exchange Offer. The interpretation
of the terms and conditions of the Preferred Exchange Offer (includes 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 Old Senior Preferred Stock 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 Old Senior Preferred Stock, but shall not incur any
liability for failure to give such notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive, or modify specified conditions in the Preferred Exchange Offer
in the case of any tendered Old Senior Preferred Stock.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Senior Preferred Stock on transmittal of this Letter
of Transmittal will be accepted.
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12. MUTILATED, LOST, STOLEN, OR DESTROYED Old Senior Preferred Stock.
Any tendering holder whose Old Senior Preferred Stock have been mutilated,
lost, stolen, or destroyed should contact the Exchange Agent at the address
indicated above for further instruction.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus
may be directed to the Exchange Agent at the address specified in the
Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Preferred
Exchange Offer.
14. ACCEPTANCE OF TENDERED OLD SENIOR PREFERRED STOCK AND ISSUANCE OF
New Senior Preferred Stock; RETURN OF Old Senior Preferred Stock. Subject to
the terms and conditions of the Preferred Exchange Offer, the Company will
accept for exchange all validly tendered Old Senior Preferred Stock as soon
as practicable after the Expiration Date and will issue New Senior Preferred
Stock therefor as soon as practicable thereafter. For purposes of the
Preferred Exchange Offer, the Company shall be deemed to have accepted
tendered Old Senior Preferred Stock when, as and if the Company has given
written and oral notice thereof to the Exchange Agent. If any tendered Old
Senior Preferred Stock are not exchanged pursuant to the Preferred Exchange
Offer for any reason, such unexchanged Old Senior Preferred Stock will be
returned, without expense, to the undersigned at the address shown above (or
credited to the undersigned's account at the Book-Entry Transfer Facility
designated above) or at a different address as may be indicated under
"Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuit to the limited
withdrawal rights set forth in the Prospectus under the caption "The
Preferred Exchange Offer--Withdrawal of Tenders."
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_______________________________________________________________________________
PAYOR'S NAME: ANVIL HOLDINGS, INC.
_______________________________________________________________________________
Part 1--PLEASE PROVIDE YOUR TAX- Social Security Number
PAYER IDENTIFICATION NUMBER or TIN
("TIN") IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING _____/_____/_____
BELOW
_______________________________________________________________________________
Part 2-Check the box if you are NOT subject to backup with-
holding under the provisions of section 3408(a)(1)(C) of the
Internal Revenue Code because (1) you have not been notified
that you are subject to backup withholding as a result of
failure to report all interest of dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject
to backup withholding. / /
_______________________________________________________________________________
CERTIFICATION--UNDER THE PENALTIES OF PER-
JURY, I CERTIFY THAT THE INFORMATION PROVIDED
ON THIS FORM IS TRUE, CORRECT AND COMPLETE. Part 3--
SUBSTITUTE SIGNATURE DATE Awaiting TIN--> / /
_______________________________________________________________________________
FORM W-9 Name (if joint names, list first and circle the name
DEPARTMENT OF THE of the person or entity whose number you enter in Part I
TREASURY INTERNAL below. See instructions if your name has changed.)
REVENUE SERVICE ___________________________________________________________
Address
___________________________________________________________
PAYER'S REQUEST City, State and ZIP Code
FOR TAXPAYER ___________________________________________________________
IDENTIFICATION List account number(s) here (optional)
NUMBER (TIN) ___________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE PREFERRED
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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