LETTER OF TRANSMITTAL
DIMON INCORPORATED
To Tender 9 5/8% Senior Notes due 2011
In Exchange for Registered 9 5/8% Senior Notes due 2011
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON ___________ __, 2001,
UNLESS THE OFFER IS EXTENDED
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To SunTrust Bank (the "Exchange Agent")
By Registered or Certified Mail: By Facsimile Transmission By Overnight Mail or Hand:
SunTrust Bank SunTrust Bank SunTrust Bank
Corporate Trust Department (804) 782-7855 Corporate Trust Department
10th Floor, HDQ 5310 Confirm: (804) 782-5726 10th Floor, HDQ 5310
919 E. Main Street Attention: Jim McManus 919 E. Main Street
Richmond, Virginia 23219 Richmond, Virginia 23219
Attention: Jim McManus Attention: Jim McManus
Delivery of this instrument to an address other than as set forth above or
transmission of instructions 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 hereby acknowledges receipt of the Prospectus dated _______
__, 2001 (the "Prospectus") of DIMON Incorporated (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount
of its 9?% Senior Notes due 2011 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement of which the Prospectus is a part, for each
$1,000 principal amount of its outstanding 9?% Senior Notes due 2011 (the "Old
Notes"). The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that (i) the Exchange Notes have been registered under the Securities Act and,
therefore, will not bear legends restricting the transfer thereof and (ii)
holders of Exchange Notes will not be entitled to certain rights of holders of
Old Notes under the Registration Rights Agreement. The term "Expiration Date"
shall mean 5:00 p.m., New York City time, on _________ __, 2001, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case the
term shall mean the latest date and time to which the Exchange Offer is
extended. Capitalized terms used but not defined herein have the meaning given
to them in the Prospectus.
Holders who wish to tender their Old Notes must, at a minimum, fill in the
necessary account information in the table below entitled "Account Information"
(the "Account Information Table"), complete columns (1) through (3) in the table
below entitled "Description of Old Notes Tendered" (the "Description Table"),
complete and sign in the box below entitled "Registered Holder(s) of Old Notes
Sign Here" and complete the Substitute Form W-9. If a holder wishes to tender
less than all of such Old Notes delivered to the Exchange Agent, column (4) of
the Description Table must be completed in full. See Instruction 3.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC") can execute the
exchange through the DTC Automated Tender Offer Program ("ATOP"), for which the
transaction will be eligible. DTC participants that are accepting the exchange
should transmit their acceptance to DTC, which will edit and verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account at
DTC. DTC will then send an Agent's Message to the Exchange Agent for its
acceptance. Delivery of the Agent's Message by DTC will satisfy the terms of the
exchange as to execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message. DTC participants may also accept
the exchange by submitting a notice of guaranteed delivery through ATOP.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned agree to take with respect to
the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
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 OR THE
COMPANY. SEE INSTRUCTION 9.
List below the Old Notes to which this Letter of Transmittal relates. If
the space indicated below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separately signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES TENDERED
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(3)
Aggregate Principal (4)
(1) (2) Amount Principal Amount
Name(s) and Address(es) of Registered Holder(s) Registration Represented by Tendered
(Please fill in) Numbers* Old Notes** (if less than all)**
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Total
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* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Notes. All tenders
must be in integral multiples of $1,000.
This Letter of Transmittal is to be used (i) if certificates of Old Notes
are to be forwarded herewith, (ii) if delivery of Old Notes is to be made by
book-entry transfer to an account maintained by the Exchange Agent at DTC,
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering Old Notes" in the Prospectus or (iii) if tender of the Old Notes is to
be made according to the guaranteed delivery procedures described in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder.
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ACCOUNT INFORMATION
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
If delivered by book-entry transfer:
Account Number____________________ Transaction Code Number__________________
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)____________________________________________________
Name of Eligible Institution that Guaranteed Delivery___________________________
If delivered by book-entry transfer:
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.
Name____________________________ Address____________________________
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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 principal amount of the Old Notes
indicated above in exchange for a like principal amount of the Exchange Notes.
Subject to, and effective upon, the acceptance for exchange of such Old Notes
tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to such Old
Notes as are being tendered hereby, including all rights to accrued and unpaid
interest thereon as of the Expiration Date and any and all claims in respect of
or arising or having arisen as a result of the undersigned's status as a holder
of, all Old Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent acts as the agent of the Company in connection with the Exchange Offer) to
cause the Old Notes to be assigned, transferred and exchanged. The undersigned
represents and warrants that (a) it has full power and authority to tender,
exchange, assign and transfer the Old Notes and to acquire Exchange Notes
issuable upon the exchange of such tendered Old Notes; and (b) when the same are
accepted for exchange, the Company will acquire good and unencumbered title to
the tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim.
The undersigned is the registered owner of all tendered Old Notes and the
undersigned represents that it has received from each beneficial owner of
tendered Old Notes ("Beneficial Owners") a duly completed and executed form of
"Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
The undersigned understands that, subject to the terms and conditions of
the Exchange Offer, Old Notes properly tendered and not withdrawn will be
exchanged for Exchange Notes. If any amount of tendered Old Notes is not
exchanged for any reason, or if certificates are submitted that evidence a
greater principal amount of Old Notes than the principal amount to be tendered,
such unexchanged Old Notes or Old Notes for untendered amounts, as the case may
be, will be returned, without expense, to the undersigned, either to the book-
entry transfer facility account from which tender was effected or to the address
below if Old Notes were tendered in physical form.
The undersigned hereby represents to the Company that (i) the Exchange
Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, and (ii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes. If the undersigned or the person
receiving the Exchange Notes covered hereby is a broker-dealer that is receiving
the Exchange Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities,
the undersigned acknowledges that it or such other person will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned and any such other person acknowledge that, if they are
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes, (i) they cannot rely on the position of the staff of the Securities and
Exchange Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) or
similar no-action letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with the resale transaction and (ii) failure to
comply with such requirements in such instance could result in the undersigned
or any such other person incurring liability under the Securities Act for which
such persons are not indemnified by the Company. If the undersigned or the
person receiving the Exchange Notes covered by this letter is an affiliate (as
defined under Rule 405 of the Securities Act) of the Company, the undersigned
represents to the Company that the undersigned understands and acknowledges that
such Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
The undersigned also warrants that it will upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable, to complete the exchange, assignment and transfer of
tendered Old Notes or transfer ownership of such Old Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that acceptance of any tendered Old Notes by the Company and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by the
Company of its obligations under the Registration Rights Agreement and that the
Company shall have no further obligations or liabilities thereunder for the
registration of the Old Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to Exchange Offer."
The undersigned recognizes that as a result of these conditions (which may be
waived, in whole or in part, by the Company), as more particularly set forth in
the Prospectus, the Company may not be required to exchange any of the Old
Notes tendered hereby and, in such event, the Old Notes not exchanged will be
returned to the undersigned at the address shown below the signature of the
undersigned.
TENDERS OF OLD NOTES MADE PURSUANT TO THE EXCHANGE OFFER MAY NOT BE
WITHDRAWN AFTER 5.00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. A
PURPORTED NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF DELIVERED TO THE
EXCHANGE AGENT IN ACCORDANCE WITH THE SPECIFIC PROCEDURES SET FORTH IN THE
PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER--WITHDRAWAL RIGHTS."
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Old Notes may be withdrawn at any time
prior to the Expiration Date only in accordance with the procedures set forth in
the Instructions contained in the Letter of Transmittal and the Prospectus.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Old Notes, and any Old Notes delivered herewith but not exchanged, will
be registered in the name of the undersigned and shall be delivered to the
undersigned, at the address shown below the signature of the undersigned. If an
Exchange Note is to be issued to a person other than the person(s) signing this
Letter of Transmittal, or if the Exchange Note is to be mailed to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown on this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Old Notes are surrendered by Holder(s) that
have completed either the box entitled "Special Registration Instructions" or
the box entitled "Special Delivery Instructions" in this Letter of Transmittal,
signature(s) on this Letter of Transmittal must be guaranteed by an Eligible
Institution (defined in Instruction 2).
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Special Registration Instructions
To be completed ONLY if the Exchange Notes and any Old Notes delivered herewith
but not exchanged are to be issued in the name of someone other than the
undersigned or are to be returned by credit to an account maintained by a book-
entry transfer facility.
Issue Exchange Notes and any Old Notes delivered herewith but not exchanged to:
Name___________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________
(Please print or type)
Credit Exchange Notes and any Old Notes delivered herewith but not exchanged to
the following book-entry transfer facility account:
________________________________________________________________________________
(Name of book-entry transfer facility)
________________________________________________________________________________
(Account number)
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Registered Holder(s) of Old Notes Sign Here
(In addition, complete Substitute Form W-9 Below)
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s) of Registered Holder(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Old Notes or on a security position listing as the owner of the Old Notes or by
person(s) authorized to become registered holder(s) by properly completed bond
powers transmitted herewith. If signature is by attorney-in-fact, trustee,
executor, administrator, guardian, officer of a corporation or other person
acting in a fiduciary capacity, please provide the following information (Please
print or type):
Name and Capacity (full title): _______________________________________________
Address (including zip code): _________________________________________________
Area Code and Telephone Number: _______________________________________________
Dated: _________________________________________
Signature Guarantee (If required -- See Instruction 4)
Authorized Signature: _________________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title: _______________________________________________________________
Name of Firm: _________________________________________________________________
Area Code and Telephone Number: _______________________________________________
(Please print or type)
Dated: _________________________________________________
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Special Delivery Instructions
To be completed ONLY if the Exchange Notes and any Old Notes delivered herewith
but not exchanged are to be sent to someone other than the undersigned, or to
the undersigned at an address other than that shown under "Description of Old
Notes Tendered."
Mail Exchange Notes and any Old Notes delivered herewith but not exchanged to:
Name __________________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
(Please print or type)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes.
All physically delivered Old Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Old Notes tendered by book-entry transfer, as well as a properly completed and
duly executed copy of this Letter of Transmittal or facsimile thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus). The method of delivery of this
Letter of Transmittal, the Old Notes and any other required documents, including
delivery by book-entry transfer and any acceptance or Agent's Message delivered
through ATOP, is at the election and risk of the Holder, and, except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent. If such delivery is by mail, it is suggested
that registered mail with return receipt requested, properly insured, be used.
In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via
a facsimile number other than the one set forth herein, will not constitute a
valid delivery.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Old Notes, but whose Old Notes are not
immediately available and thus cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent (or comply
with the procedures for book-entry transfer) prior to the Expiration Date, may
effect a tender if:
(a) the tender is made through a member 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 correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange
Act (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 Holder, the
registration number(s) of such Old Notes and the principal amount of
Old 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 Old Notes (or a confirmation
of book-entry transfer of such Old Notes into the Exchange Agent's
account at the book-entry transfer facility) 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 all tendered Old Notes in proper form
for transfer (or a confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account at the book-entry transfer
facility) 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 to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above. Any holder who wishes to tender Old Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery relating to such
Old Notes 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 procedures.
3. Partial Tenders; Withdrawals.
Tenders of Old Notes will be accepted only in integral multiples of $1,000.
The aggregate principal amount of all Old Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated in the
Description Table. If less than the entire principal amount of Old Notes
evidenced by a submitted certificate is tendered, the tendering Holder should
fill in the principal amount tendered in the column entitled "Principal Amount
Tendered (if less than all)" in the Description Table. A newly issued Old Note
for the principal amount of Old Notes submitted but not tendered will be sent to
such Holder as soon as practicable after the Expiration Date unless otherwise
provided in the appropriate box on this Letter of Transmittal. Book-entry
transfer to the Exchange Agent should be made in the exact principal amount of
Old Notes tendered.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To be effective, a written telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent. Any such
notice of withdrawal must (i) specify the name of the person having deposited
the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to
be withdrawn (including the registration number(s) and principal amount of such
Old Notes, or, in the case of Old Notes transferred by book-entry transfer, the
name and number of the account at the book-entry transfer facility to be
credited), (iii) be signed by the Holder in the same manner as the original
signature on this Letter of Transmittal (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee with respect to the Old Notes register the transfer of such Old Notes
into the name of the person withdrawing the tender and (iv) specify the name in
which any such Old Notes are to be registered, if different from that of the
Depositor. If Old Notes have been tendered pursuant to the procedures for book-
entry transfer, any notice of withdrawal must also comply with DTC's procedures.
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 Old Notes so withdrawn will be
deemed not to have been validly tendered for purposes of the Exchange Offer and
no Exchange Notes will be issued with respect thereto unless the Old Notes so
withdrawn are validly retendered. Any Old Notes which have been tendered but
which are not accepted for exchange will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer, unless otherwise provided in the
appropriate box on this Letter of Transmittal.
4. Signature on This Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration or enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in a
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 Notes.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Old Notes
tendered hereby are tendered (i) by a registered Holder who has not completed
the box entitled "Special Registration Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or Holders
of Old Notes (which term, for the purposes described herein, shall include a
participant in a book-entry transfer facility whose name appears on a security
listing as the owner of the Old Notes) listed and tendered hereby, no
endorsements of the tendered Old Notes or separate written instruments of
transfer or exchange are required. In any other case, the registered Holder (or
acting Holder) must either properly endorse the Old Notes or transmit properly
completed bond powers with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on the Old Notes,
and, with respect to a participant in a book-entry transfer facility whose name
appears on a security position listing as the owner of Old Notes, exactly as the
name of the participant appears on such security position listing), with the
signature on the Old Notes or bond power guaranteed by an Eligible Institution
(except where the Old Notes are tendered for the account of an Eligible
Institution).
Only a Holder in whose name tendered Old Notes are registered on the books
of the registrar (or the legal representative or attorney-in-fact of such
registered Holder) may execute and deliver this Letter of Transmittal. Any
Beneficial Owner of tendered Old Notes who is not the registered Holder must
arrange promptly with the registered Holder to execute and deliver this Letter
of Transmittal on his or her behalf through the execution and delivery to the
registered Holder of the Instructions to Registered Holder and/or Book-Entry
Transfer Facility Participant from Beneficial Owner form accompanying this
Letter of Transmittal.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 so to act must be submitted.
5. Special Registration and Delivery Instructions.
Tendering Holders should indicate, in the applicable box, the name and
address (or account at a book-entry transfer facility) in which the Exchange
Notes or substitute Old Notes for principal amounts not tendered or not accepted
for exchange are to be issued (or deposited), if different from the names and
addresses or accounts 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
tendering Holder should complete the applicable box.
If no instructions are given, the Exchange Notes (and any Old Notes not
tendered or not accepted) will be issued in the name of and sent to the acting
Holder of the Old Notes or deposited at such Holder's account at a book-entry
transfer facility.
6. Transfer Taxes.
The Company shall pay or cause to be paid all security transfer taxes, if
any, applicable to the transfer and exchange of Old Notes to it or its order
pursuant to the Exchange Offer. If a transfer tax is imposed for any reason
other than the transfer and exchange of Old 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 person) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exception
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 stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
7. Waiver of Conditions.
The Company reserves the absolute right to waive, in whole or in part, any
of the conditions to the Exchange Offer set forth in the Prospectus.
8. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering as well as requests for
additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent at the address and telephone number(s) set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Company at 512 Bridge Street, Danville,
Virginia 24541 (telephone: (434) 792-7511), Attention: Tom Reynolds.
10. Validity and Form.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old 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 on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Although the Company intends to notify Holders of defects or irregularities with
respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any
other person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Old Notes received by
the Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders as soon as practicable following the Expiration
Date, unless otherwise provided in the appropriate box on this Letter of
Transmittal.
11. Substitute Form W-9.
Federal income tax laws require each tendering Holder to provide the
Company with a correct taxpayer identification number ("TIN") on the Substitute
Form W-9 which is provided under "Important Tax Information" below, and to
indicate whether or not the Holder is subject to backup withholding by checking
the box in Part 2 of the Form. Failure to provide the information on the Form or
to check the box in Part 2 of the Form may subject the tendering Holder to 31%
Federal income tax withholding on the payments made to the Holder. The box in
Part 3 of the Form may be checked if the tendering Holder has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN in the near future.
If the box in Part 3 is checked and the Holder does not provide the Company with
a TIN within sixty (60) days, the Company will withhold 31% on all such payments
thereafter until a TIN is provided to the Company.
12. Conflicts.
In the event of any conflict between the terms of the Prospectus and the
terms of this Letter of Transmittal, the terms of the Prospectus will control.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together with
Old Notes or confirmation of book entry transfer and all other required
documents) or a Notice of Guaranteed Delivery must be received by the Exchange
Agent on or prior to the Expiration Date.
IMPORTANT TAX INFORMATION
The Federal income tax discussion set forth below is included for general
information only. Each Holder is urged to consult a tax advisor to determine the
particular tax consequences to it (including the application and effect of
foreign, state and local tax laws) of the Exchange Offer. Certain Holders
(including insurance companies, tax exempt organizations and foreign tax payers)
may be subject to special rules not discussed below. The discussion does not
consider the effect of any applicable foreign, state and local tax laws. Under
Federal income tax law, a Holder tendering Old Notes is required to provide the
Exchange Agent with such Holder's correct TIN on Substitute Form W-9 below. If
such Holder is an individual, the TIN is the Holder's social security number.
The Certificate of Awaiting Tax Identification Number should be completed if the
tendering Holder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the Exchange Agent is not
provided with the correct TIN, the Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such Holder with respect to tendered Old Notes may be subject to backup
withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals and foreign entities) are not subject to these backup
withholding and reporting requirements. A corporation, however, must complete
the Substitute Form W-9, including providing its TIN and indicating that it is
exempt from backup withholding, in order to establish its exemption from backup
withholding. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that Holder's exempt status. Such forms can be obtained from the Exchange
Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the 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 from the Internal
Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a Holder with
respect to Old Notes tendered for exchange, the Holder is required to notify the
Exchange Agent of his or her correct TIN by completing the form herein
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
Holder is awaiting a TIN) and that (i) such Holder has not been notified by the
Internal Revenue Service that he or she is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified such Holder that he or she is no longer subject to
backup withholding.
What Number to Give the Exchange Agent
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual Holder, consult the instructions on Internal Revenue Service, Form W-9,
which may be obtained from the Exchange Agent, for additional guidance on which
number to report.
Certificate of Awaiting Tax Identification Number
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, check the box in
Part 3 on Substitute Form W-9, sign and date the form and the Certificate of
Awaiting Taxpayer Identification Number and return them to the Exchange Agent.
If such certificate is completed and the Exchange Agent is not provided with the
TIN within 60 days, the Exchange Agent will withhold 31% of all payments made
thereafter until a TIN is provided to the Exchange Agent.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS DOES
NOT CONSIDER THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY HOLDER'S SITUATION OR
STATUS. THE SUMMARY IS BASED ON THE PROVISIONS OF THE CODE, REGULATIONS,
PROPOSED REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH
ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS. HOLDERS OF OLD NOTES
(INCLUDING HOLDERS OF OLD NOTES WHO DO NOT EXCHANGE THEIR OLD NOTES FOR EXCHANGE
NOTES) SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER LAWS, OF THE EXCHANGE OF OLD NOTES FOR EXCHANGE NOTES. FOR ADDITIONAL
INFORMATION, SEE "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" IN THE
PROSPECTUS.
Payor's Name: SunTrust Bank
This Substitute Form W-9 Must Be Completed and Signed
Please provide your social security number or other taxpayer identification
number on the following Substitute Form W-9 and certify therein that you are not
subject to backup withholding.
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SUBSTITUTE Part 1 -- Please provide your TIN in the box at
FORM W-9 right and certify by signing and dating below. _______________________
Department of the Treasury Social Security
Internal Revenue Service Part 2 -- Check the box if you are not subject to Number or
backup withholding under the provisions of section Employer
3406(a)(1)(C) of the Internal Revenue Code because Identification
(1) you have not been notified that you are subject Number
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding. [_]
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Certification: Under the penalties of perjury, I
certify that the information provided on this form Part 3
Payor's Request for Taxpayer is true, correct and complete.
Identification Number ("TIN") Signature: _________________________ Dated: ________ Awaiting TIN [_]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAX 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 within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
_____________________________________________ ________________, 2001
Signature Date
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