EXHIBIT 1.03
FORM OF LETTER OF TRANSMITTAL
OFFER FOR OUTSTANDING
9 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2007 AND
10 1/2% SERIES A SENIOR SUBORDINATED DISCOUNT NOTES DUE 2007
IN EXCHANGE FOR, RESPECTIVELY,
9 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2007 AND
10 1/2% SERIES B SENIOR SUBORDINATED DISCOUNT NOTES DUE 2007
OF
FALCON BUILDING PRODUCTS, INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1997, UNLESS EXTENDED.
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THE EXCHANGE AGENT IS HARRIS TRUST AND SAVINGS BANK, WHOSE MAILING ADDRESS,
FACSIMILE NUMBER AND TELEPHONE NUMBER ARE AS FOLLOWS:
BY REGISTERED OR CERTIFIED MAIL: BY HAND DELIVERY OR OVERNIGHT COURIER:
Harris Trust and Savings Bank Harris Trust and Savings Bank
c/o Harris Trust Company of New York c/o Harris Trust Company of New York
P.O. Box 1010 77 Water Street
Wall Street Station 4th Floor
New York, New York 10268-1010 New York, New York 10005
FACSIMILE TRANSMISSION:
(212) 701-7636
CONFIRM BY TELEPHONE:
(212) 701-7624
DESCRIPTION OF SECURITIES TENDERED
CERTIFICATE
NAME AND ADDRESS OF REGISTERED HOLDER AS IT APPEARS NUMBER(S) PRINCIPAL AMOUNT OF
ON THE PRIVATELY PLACED 9 1/2% SERIES A SENIOR OF OLD NOTES OLD NOTES
SUBORDINATED NOTES DUE 2007 ("OLD NOTES") TRANSMITTED TRANSMITTED
NAME AND ADDRESS OF REGISTERED HOLDER AS IT APPEARS CERTIFICATE
ON THE PRIVATELY PLACED 10 1/2% SERIES A SENIOR NUMBER(S) PRINCIPAL AMOUNT OF
SUBORDINATED DISCOUNT NOTES DUE 2007 ("OLD DISCOUNT OF OLD DISCOUNT OLD DISCOUNT NOTES
NOTES") NOTES TRANSMITTED TRANSMITTED
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal amount
of privately placed 9 1/2% Series A Senior Subordinated Notes Due 2007 (the "Old
Notes") or 10 1/2% Series A Senior Subordinated Discount Notes Due 2007 (the
"Old Discount Notes"), as the case may be, for a like principal amount of 9 1/2%
Series B Senior Subordinated Notes Due 2007 (the "Notes") or 10 1/2% Series B
Senior Subordinated Discount Notes Due 2007 (the "Discount Notes") of the
Company, upon the terms and subject to the conditions contained in the
Registration Statement on Form S-4 filed by Falcon Building Products, Inc., a
Delaware corporation, with the Securities and Exchange Commission (the
"Registration Statement") and the accompanying Prospectus dated
, 1997 included therein (the "Prospectus"), receipt of which is
hereby acknowledged.
2. If the undersigned is tendering Old Notes, the undersigned hereby
acknowledges and agrees that the Notes will bear interest from and including
June 17, 1997, the date of issuance of the Old Notes. Accordingly, the
undersigned will forego accrued but unpaid interest on his, her or its Old Notes
that are exchanged for Notes from and including June 17, 1997 but will receive
such interest under the Notes.
3. If the undersigned is tendering Old Discount Notes, the undersigned
hereby acknowledges and agrees that the Accreted Value (as defined) of the
Discount Notes, when issued, will equal the Accreted Value of the Old Discount
Notes exchanged therefor.
4. If the undersigned is tendering Old Discount Notes, the undersigned
hereby acknowledges and agrees that the Accreted Value (as defined) of the
Discount Notes, when issued, will equal the Accreted Value of the Old Discount
Notes exchanged therefor.
5. The undersigned hereby represents and warrants that he, she or it has
full authority to tender the Old Notes or Old Discount Notes, as the case may
be, described above. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the exchange of Old Notes or such Old Discount Notes, as the case may
be.
6. The undersigned understands that the tender of the Old Notes or Old
Discount Notes, as the case may be, pursuant to all of the procedures set forth
in the Prospectus will constitute an agreement between the undersigned and the
Company as to the terms and conditions set forth in the Prospectus.
7. The undersigned hereby represents and warrants that the undersigned is
acquiring the Notes or the Discount Notes, as the case may be, in the ordinary
course of the business of the undersigned and that the undersigned is not
engaged in, and does not intend to engage in, a distribution of the Notes or the
Discount Notes.
8. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Notes or Old Discount Notes, as the case may
be, for its own account as a result of market-making activities or other trading
activities and (ii) it hereby acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with any resale of the Notes or the Discount
Notes received hereby. The acknowledgment contained in the foregoing sentence
shall not be deemed an admission that the undersigned is an "underwriter" within
the meaning of the Securities Act.
9. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the Notes or Discount Notes, as the case may be,
are to be issued in the name of someone other than the undersigned or are to
be sent to someone other than the undersigned or to the undersigned at an
address other than that provided above.
Issue to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Mail to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
SIGNATURE
(NAME OF REGISTERED HOLDER)
By: ________________________________________________________________________
Name: ____________________________________________________________________
Title: ___________________________________________________________________
Date: ______________________________________________________________________
(Must be signed by registered holder exactly as name appears on Old
Notes or Old Discount Notes, as the case may be. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.)
Address: ___________________________________________________________________
_____________________________________
Telephone No. ______________________________________________________________
Taxpayer Identification No.: _______________________________________________
Signature Guaranteed By: ___________________________________________________
(See Instruction 1)
Title: _____________________________________________________________________
Name of Institution: _______________________________________________________
Address: ___________________________________________________________________
Date: ______________________________________________________________________
PLEASE READ THE INSTRUCTIONS BELOW, WHICH
FORM A PART OF THIS LETTER OF TRANSMITTAL.
INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or by
a commercial bank or trust company having an office in the United States which
is a member of a recognized Medallion Signature Program approved by the
Securities Transfer Association, Inc. (an "Eligible Institution") unless (i) the
"Special Issuance and Delivery Instructions" above have not been completed or
(ii) the Old Notes or Old Discount Notes, as the case may be, described above
are tendered for the account of an Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES OR OLD DISCOUNT
NOTES. The Old Notes or Old Discount Notes, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), should be mailed or delivered to the Exchange Agent at the address set
forth above.
THE METHOD OF DELIVERY OF OLD NOTES OR OLD DISCOUNT NOTES AND OTHER
DOCUMENTS IS AT THE ELECTION AND RISK OF THE RESPECTIVE HOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL (WITH RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to tender
their Old Notes or Old Discount Notes and (i) whose Old Notes or Old Discount
Notes, as the case may be, are not immediately available or (ii) who cannot
deliver such Old Notes or Old Discount Notes, the Letter of Transmittal or any
other required documents to the Exchange Agent prior to the Expiration Date, may
effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from such
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 registered holder of the Old
Notes or Old Discount Notes, as the case may be, the certificate number
or numbers of such Old Notes or Old Discount Notes and the principal
amount of Old Notes or Old Discount Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three New York
Stock Exchange trading days after the Expiration Date, the Letter of
Transmittal (or facsimile thereof) together with the certificate(s)
representing such Old Notes or Old Discount Notes and any other documents
required by the Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) Such properly completed and executed Letter of Transmittal (or facsimile
thereof), as well as the certificate(s) representing all tendered Old
Notes or Old Discount Notes, as the case may be, in proper form for
transfer and all other documents required by the Letter of Transmittal
are received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Old Notes or Old Discount
Notes according to the guaranteed delivery procedures set forth above.
4. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes or Old Discount Notes, such Old Notes or Old Discount Notes, as
the case may be, must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear on such Old Notes or Old Discount Notes.
If this Letter of Transmittal or any Old Notes or Old Discount Notes or bond
power is signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such person 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.
5. EXCHANGE OF OLD NOTES OR OLD DISCOUNT NOTES ONLY. Only the
above-described Old Notes or Old Discount Notes may be exchanged for,
respectively, Notes or Discount Notes pursuant to the Exchange Offer.
6. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes or
Old Discount Notes will be resolved by the Company, whose determination will be
final and binding. The Company reserves the absolute right to reject any or all
tenders that are not in proper form or the acceptance of which would, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
right to waive any irregularities or conditions of tender as to particular Old
Notes or Old Discount Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding. Unless waived, any irregularities in
connection with tenders or consents must be cured within such time as the
Company shall determine. Neither the Company nor the Exchange Agent shall be
under any duty to give notification of defects in such tenders or shall incur
liabilities for failure to give such notification. Tenders of Old Notes or Old
Discount Notes will not be deemed to have been made until such irregularities
have been cured or waived. Any Old Notes or Old Discount Notes received by the
Exchange Agent that are not properly tendered and as to which the irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering holder thereof.
IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Noteholder or Old Discount
Noteholder whose tendered Old Notes or Old Discount Notes, as the case may be,
are accepted for payment generally is required to provide the Exchange Agent (as
agent for the payer) with his or her correct taxpayer identification number
("TIN") on Substitute Form W-9 below. If such Old Noteholder or Old Discount
Noteholder is an individual, the TIN is his or her social security number. If
the Exchange Agent is not provided with the correct TIN, the Old Noteholder or
Old Discount Noteholder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, payments that are made to such Old Noteholders or
Old Discount Noteholders with respect to Notes or Discount Notes exchanged
pursuant to the Exchange Offer may be subject to backup withholding.
Certain Old Noteholders or Old Discount Noteholders (including, among
others, all corporations and certain foreign individuals) may not be subject to
these backup withholding and reporting requirements. Exempt Old Noteholders or
Old Discount Noteholders should indicate their exempt status on Substitute Form
W-9. In order for a foreign individual to qualify as an exempt recipient, that
Old Noteholder or Old Discount Noteholder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold 31
percent of any such payments made to the Old Noteholder or Old Discount
Noteholder. Backup withholding is not an additional tax. Rather, the federal
income tax liability of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to an Old Noteholder
or Old Discount Noteholder with respect to Old Notes or Old Discount Notes
exchanged pursuant to the Exchange Offer, each Old Noteholder or Old Discount
Noteholder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the Substitute Form W-9 below certifying the TIN provided on
such form is correct (or that such Old Noteholder or Old Discount Noteholder is
awaiting a TIN) and that (1) such Old Noteholder or Old Discount Noteholder has
not been notified by the Internal Revenue Service that he, she or it is subject
to backup withholding as a result of a failure to report all interest or
dividends or (2) the Internal Revenue Service has notified such Old Noteholder
or Old Discount Noteholder that he, she or it is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Old Noteholder or Old Discount Noteholder is required to give the
Exchange Agent the social security number or employer identification number of
the record owner of the Old Notes or Old Discount Notes. If the Old Notes or Old
Discount 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 guidelines on which
number to report.
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK, AS AGENT
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW. OR
Employer Identification Number
DEPARTMENT OF THE TREASURY PART 2-- PART 3--
INTERNAL REVENUE SERVICE Certification--Under penalties of Awaiting TIN / /
perjury, I certify that:
(1) The number shown on this form
is my current taxpayer
identification number (or I am
waiting for a number to be
issued to me) and
(2) I am not subject to backup
withholding because: (a) I am exempt
from backup withholding, (b) I
have not been notified by the
Internal Revenue Service (the
IRS) that I am subject to
backup withholding as a result
of a failure to report all
interest or dividends or (c)
the IRS has notified me that I
am no longer subject to backup
withholding.
Certificate Instructions--You must cross out Item (2) above if you have
PAYER'S REQUEST FOR TAXPAYER been notified by the IRS that you are currently subject to backup
IDENTIFICATION NUMBER "TIN" withholding because of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject
to backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out such
Item (2).
SIGNATURE: DATE:
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE 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.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF 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 Service Center or Social Security Administration Officer or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
SIGNATURE ____________________________________________________ DATE ____________