10
LETTER OF TRANSMITTAL/CONSENT FORM
TO SURRENDER FOR REDEMPTION CERTIFICATES REPRESENTING
SHARES OF COMMON STOCK OF
AND/OR
TO GIVE CONSENTS IN RESPECT OF
THE EXISTING STOCKHOLDERS AGREEMENT OF
HAYNES HOLDINGS, INC.
THE CONSENT SOLICITATION AND OFFER TO REDEEM WILL EXPIRE AT 5:00 P.M., NEW
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YORK CITY TIME, ON MONDAY, MARCH 3, 1997, UNLESS EXTENDED.
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By Mail: By Hand/Overnight Delivery:
Haynes Holdings, Inc. Haynes Holdings, Inc.
Attention: Corporate Secretary Attention: Corporate Secretary
P.O. Box 9013 1020 West Park Avenue
Kokomo, IN 46904-9013 Kokomo, IN 46904-9013
For Information Call: (317) 456-6000
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES SURRENDERED
Name(s) and Address(es) of Registered Holder Certificate(s) Being Surrendered
(Attach signed additional list if necessary)
Number of
Certificate Shares Represented by
Number(s) the Certificate(s)
Total Shares
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OF THE TOTAL SHARES REPRESENTED BY THE CERTIFICATES BEING SURRENDERED, PLEASE
INDICATE THE MAXIMUM NUMBER OF SHARES THAT THE HOLDER DESIRES TO REDEEM:
___________________________
The name(s) and address(es) of the registered holder(s) should be
printed, if they are not already set forth on a label above, as they appear on
the Certificate(s).
CHECK HERE AND RETURN THIS LETTER OF TRANSMITTAL TO THE COMPANY IF ANY OF
YOUR CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. THE COMPANY
WILL THEREAFTER ADVISE YOU OF THE REQUIREMENTS FOR RECEIVING PAYMENT FOR THE
SHARES FORMERLY REPRESENTED BY SUCH CERTIFICATES.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To: Haynes Holdings, Inc. (the "Company")
The undersigned hereby surrenders the above-described certificate(s) (the
"Certificate(s)") representing shares of the Company's Common Stock, $.01 par
value ("Holdings Common Stock") to the Company for redemption pursuant to the
Consent Solicitation and Offer to Redeem ("Offer to Redeem"), and the
undersigned is also submitting the execution page of the Amended Stockholders
Agreement pursuant to which the undersigned consents to the amendment of the
Company's existing Stockholders Agreement. The undersigned has indicated on
the first page of this Letter of Transmittal the maximum number of shares of
Holdings Common Stock which the undersigned desires to redeem, which number
may not exceed the number of shares represented by the certificates
surrendered herewith. The Company will not redeem any shares of Holdings
Common Stock tendered for redemption by a stockholder unless such stockholder
has executed and delivered herewith the signature page to the Amended
Stockholders Agreement. Subject to the terms and conditions set forth in the
Offer to Redeem and this Letter of Transmittal (which together constitute the
"Redemption Offer"), upon the surrender of the Certificate(s), the undersigned
will be entitled to receive $10.15 in cash for each share of Holdings Common
Stock to be redeemed (the "Redemption").
The undersigned acknowledges that no scrip or fractional shares of
Holdings Common Stock will be issued in connection with the Redemption Offer.
Rather, each holder will receive $10.15 in cash times the fraction of the
share of Holdings Common Stock to which such holder would otherwise be
entitled, in lieu of any such fractional share.
The undersigned will, upon request, execute any additional documents
deemed by the Company to be necessary or desirable to complete the transmittal
and redemption of shares of Holdings Common Stock surrendered hereby and the
undersigned consenting to the amendment of the Existing Stockholders Agreement
and becoming a party to the Amended Stockholders Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender the Certificate(s) pursuant to this
Letter of Transmittal and that, when delivery of the Redemption Consideration
on the terms set fort herein and in the Offer to Redeem has been made by the
Company, the Company will not be subject to any adverse claim in respect of
such certificate(s) of the shares of Holdings Common Stock represented
thereby.
Unless otherwise indicated below under "Special Payment and Issuance
Instructions", please issue any certificate for shares of Holdings Common
Stock to be owned following the Redemption and/or check for the cash to which
the undersigned is entitled in the name appearing under "Description of Shares
Surrendered" above. Similarly, unless otherwise indicated below under
"Special Delivery Instructions", please mail any certificate for shares of
Holdings Common Stock to be owned following the Redemption and/or check to the
address of the registered holder(s) appearing under "Description of Shares
Surrendered" above. In the event that both the Special Payment and Issuance
Instructions and the Special Delivery Instructions are completed, please issue
any certificate for shares of Holdings Common Stock to be owned following the
Redemption and/or check in the name of, and deliver such certificate and/or
check to, the person so indicated.
SPECIAL PAYMENT AND SPECIAL DELIVERY
ISSUANCE INSTRUCTIONS INSTRUCTIONS
(Signature Guarantee Required -- (Signature Guarantee Required --
See Instruction 4) See Instruction 4)
To be completed ONLY if any certificate for To be completed ONLY if the certificate for
shares of Holdings Common Stock to be shares of Holdings Common Stock and/or
issued is to be registered in the name of, check is (are) to be issued in the name of the
and/or the check is (are) to be made payable to registered holder(s) of the shares of Holdings
someone other than the registered holder(s) of Common Stock surrendered herewith, but are
the shares of Holdings Common Stock to be sent to another person or to an address
surrendered herewith. other than that shown under "Description of
Shares Surrendered" above.
The certificate for shares of Holdings The certificate for shares of Holdings
Common Stock is to be issued and/or the Common Stock and/or check is (are) to be
check is (are) to be made payable to: delivered to:
Name ___________________________ Name ___________________________
(Please Print) (Please Print)
Address Address
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
__________________ ____________________________________
(Include Zip Code) (Include Zip Code)
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND
AUTHORIZATIONS OF THE UNDERSIGNED
1. The undersigned hereby acknowledges receipt of the Offer to
Redeem (including all of the exhibits thereto) and agrees that all elections,
instructions and orders in this Letter of Transmittal are subject to the terms
and conditions of the Offer to Redeem and the instructions applicable to this
Letter of Transmittal. The undersigned also represents and warrants that the
undersigned has full authority to give the representations, certifications and
instructions contained in this Letter of Transmittal and to surrender the
shares of Holdings Common Stock surrendered herewith and will, upon receipt,
execute any additional documents necessary or desirable to complete the
redemption of Holdings Common Stock contemplated in the Redemption Offer. The
signature of the undersigned below authorizes the Company to follow and to
rely upon all representations, certifications and instructions contained in
this Letter of Transmittal. This Letter of Transmittal shall survive the
death or incapacity of the undersigned and shall be binding upon heirs,
personal representatives and assigns of the undersigned.
2. Unless otherwise indicated above, please issue the
certificate for shares of Holdings Common Stock and/or check for the cash to
which the undersigned is entitled in the name, and mail to the address
appearing under "Description of Shares Surrendered" above. The undersigned
agrees to pay transfer taxes, if any, due where shares of Holdings Common
Stock are issued to a name different from that in which the shares of Holdings
Common Stock surrendered are registered. The undersigned certifies that any
tax identification or social security number provided herein is true, correct
and complete.
3. The undersigned understands that the definitive terms
pursuant to which the redemption will be effected, including the amount and
form of consideration to be received by holders of shares of Holdings Common
Stock, and the effect of this Letter of Transmittal are summarized in the
Offer to Redeem.
4. With respect to all shares of Holdings Common Stock to be
redeemed by the Company, the undersigned represents and warrants to the
Company that the undersigned has legal, valid and marketable title to such
shares, and upon redemption of such shares the Company shall acquire good and
unencumbered title to such shares. The undersigned also represents and
warrants to the Company that the undersigned has full power and authority to
consent to the amendment of the Existing Stockholders Agreement and enter into
the Amended Stockholders Agreement.
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
_____________________________________________
_____________________________________________
(Signature(s) of Stockholder(s))
Date: _____________________________________________
Please sign exactly as your name(s) appear(s) on the Certificate(s). If the
shares of Holdings Common Stock with respect to which this Letter of
Transmittal applies are registered in the name of two or more owners, all such
owners must sign personally. Executors, administrators, trustees and persons
signing for corporations or partnerships should so indicate. By signing this
form, persons signing as executors, administrators or trustees and persons
signing for corporations or partnerships represent and warrant that they have
requisite legal authority to sign in the capacity indicated. If any of your
Certificate(s) are not registered in your name or if you are signing in a
representative capacity, see Instructions 3, 5, and 6.
Name(s): _____________________________________________
_____________________________________________
(Please Print)
Capacity (full title): _____________________________________________
Address: _____________________________________________
_____________________________________________
(Include Zip Code)
Area Code and Telephone Number:
__________________________________________________
Employer Identification or Social Security Number:
___________________________________________________________
(Also Complete Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTION 4)
Authorized Signature: _____________________________________________
Name: _____________________________________________
(Please Print)
Name of Firm: _____________________________________________
Address: _____________________________________________
(Include Zip Code)
Area Code and Telephone Number: _____________________________________________
Dated: _____________________________________________
PAYER'S NAME: HAYNES HOLDINGS, INC.
NAME:___________________________________________________________________
ADDRESS:(Include Zip Code) ____________________________________________________
SUBSTITUTE Form W-9 Part 1 - PLEASE PROVIDE YOUR TIN Social Security Number
IN THE BOX AT RIGHT AND CERTIFY OR Employer Identification
BY SIGNING AND DATING BELOW Number
_____________________
Department of the Treasury Part 2-Check the box if you are NOT subject to backup
Internal Revenue Service withholding under the provisions of Section 3406(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 or dividends or (2) the Internal Revenue Service
has notified you that you are no longer subject to backup
withholding.
Payer's Request For CERTIFICATION - UNDER THE Part 3 -
Taxpayer Identification PENALTIES OF PERJURY, I CERTIFY Awaiting TIN
Number (TIN) THAT THE INFORMATION PROVIDED
ON THIS FORM IS TRUE, CORRECT,
AND COMPLETE.
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SIGNATURE: _____________________ DATE: ______________________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE 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 Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding that I have checked the box in Part 3 (and
have completed this Certificate of Awaiting Taxpayer Identification Number),
all reportable payments made to me prior to the time I provide the Company
with a properly certified taxpayer identification number will be subject to a
31% backup withholding tax.
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO YOU. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). Certificate(s)
representing shares of holdings Common Stock, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, including a duly executed
counterpart signature page of the Amended Stockholders Agreement, must be
received by Holdings at one of its addresses set forth in this Letter of
Transmittal.
2. SIGNATURES. The Letter of Transmittal must be signed by or on behalf
of the registered holder(s) of the Certificate(s) transmitted. If shares of
Holdings Common Stock covered by the Letter of Transmittal are registered in
the names of two or more owners, all such owners must sign. The signature(s)
on the Letter of Transmittal should correspond exactly to the name(s) written
on the face of the Certificate(s) transmitted.
If the Letter of Transmittal is signed by an agent, attorney,
administrator, executor, guardian, trustee, or any person in any other
fiduciary or representative capacity, or by an officer of a corporation on
behalf of the corporation, the person signing must give such person's full
title in such capacity. In addition, see Instruction 5.
If the Certificate(s) delivered herewith are registered in the name
of a person other than the signer of this Letter of Transmittal, the
Certificate(s) must be endorsed or accompanied by stock powers signed by the
registered owner(s) with the signature or the endorsement on stock powers
guaranteed as described below.
If Special Payment and Issuance Instructions are given by this
Letter of Transmittal, each signature appearing on the Letter of Transmittal
must be guaranteed by a commercial bank and trust company located in the
United States or by a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.
("Eligible Institution").
3. ISSUANCE OF NEW CERTIFICATES IN SAME NAME. IF ANY
CERTIFICATE REPRESENTING SHARES OF HOLDINGS COMMON STOCK AND/OR CHECK IS TO BE
ISSUED IN THE NAME OF THE REGISTERED HOLDER AS INSCRIBED ON THE SURRENDERED
CERTIFICATE(S), THE SURRENDERED CERTIFICATE(S) NEED NOT BE ENDORSED. For
corrections in name or changes not involving changes in ownership, see
Instruction 4(c).
4. ISSUANCE OF NEW CERTIFICATE IN DIFFERENT NAMES. If any certificate
representing shares of Holdings Common Stock and/or check is to be issued in
the name of someone other than the registered holder of the surrendered
certificate(s), you must follow the guidelines listed below:
a) ENDORSEMENT AND GUARANTEE. The Certificate(s) surrendered must be
properly endorsed (or accompanied by appropriate stock power properly executed
by the registered holder of such Certificate(s)) to the person who is to
receive the shares of Holdings Common Stock and/or check. The signature of
the registered holder on the endorsement or stock powers must correspond with
the name as written upon the face of the certificate(s) in every particular
and must be guaranteed by an Eligible Institution.
b) TRANSFER TAXES. In the event that any transfer or other taxes become
payable by reason of the issuance of any shares of Holdings Common Stock or
any check in any name other than that of the registered holder, the Letter of
Transmittal must be accompanied by a check in payment of any transfer or other
taxes required by reason of such issuance in such different name, or proper
evidence that such tax has been paid or is not payable.
c) CORRECTION OF OR CHANGE IN NAME. For a correction of name or for a
change in name which does not involve a change in ownership, proceed as
follows: for a change in name by marriage, etc., the surrendered
Certificate(s) should be endorsed, e.g., "Mary Doe, now by marriage Mrs. Mary
Jones," with the signature guaranteed by an Eligible Institution. For a
correction in name, the surrendered Certificate(s) should be endorsed, e.g.,
"James E. Brown, incorrectly inscribed as J. E. Brown," with the signature
guaranteed by an Eligible Institution.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO ANY POSSIBLE
CONSEQUENCES RESULTING FROM THE ISSUANCE OF ANY CERTIFICATE REPRESENTING
SHARES OF HOLDINGS COMMON STOCK OR ANY CHECK IN A NAME DIFFERENT FROM THAT OF
THE REGISTERED HOLDER OF THE SURRENDERED CERTIFICATE(S).
5. SUPPORTING EVIDENCE. In case the Letter of Transmittal,
certificate endorsement or stock power is executed by an agent, attorney,
administrator, executor, guardian, trustee, or any other person acting in a
fiduciary or representative capacity, or by an officer of a corporation on
behalf of the corporation, there must be submitted with the Letter of
Transmittal, surrendered Certificate(s), and/or stock powers documentary
evidence of appointment and authority to act in such capacity (including court
orders and corporate resolutions where necessary), as well as evidence of the
authority of the person making such execution to assign, sell or transfer
shares. Such documentary evidence of authority must be in form satisfactory
to the Company.
6. SPECIAL INSTRUCTIONS FOR DELIVERIES BY THE COMPANY. Unless
instructions to the contrary are given in the Special Payment and Issuance
Instructions above or Special Delivery Instructions above, any certificate
representing shares of Holdings Common Stock and/or any check to be
distributed to a stockholder upon the surrender of shares of Holdings Common
Stock will be mailed to the address set forth above the owner's signature.
7. INADEQUATE SPACE. If there is insufficient space to complete
any box or sign the Letter of Transmittal, please attach additional sheets.
8. INDICATION OF CERTIFICATE NUMBERS. The Letter of Transmittal
must indicate the certificate number(s) of the Certificate(s) representing
shares of Holdings Common Stock covered thereby. If the space provided on the
Letter of Transmittal is inadequate, such information should be listed
separately on additional sheets and attached to the Letter of Transmittal.
9. METHOD OF DELIVERY. The method of delivery of all documents
is at the option and risk of the holder of shares of Holdings Common Stock,
but if delivery is by mail, registered mail, with return receipt requested,
properly insured is recommended. It is suggested that you mail as early as
possible.
10. DENOMINATIONS. If you wish to have stock certificates
issued in particular denominations, explicit written instructions to the
Company should be provided.
11. LOST CERTIFICATES. In the event that the stockholder is
unable to deliver to the Company any of the Certificate(s) due to the
mutilation, loss, theft or destruction of such Certificate(s), this Letter of
Transmittal may nevertheless be submitted, together with any documents which
may be required, subject to acceptance at the discretion of the Company,
provided, among other requirements, that the stockholder agrees to indemnify
the Company by signing the form of indemnity agreement which may be obtained
from the Company. In certain instances, the Company may require a corporate
bond or indemnity.
12. CONSTRUCTION. All questions with respect to the Letter of
Transmittal will be determined by the Company. The Company may (but is not
required to) waive any immaterial defects or variances in the manner in which
the Letter of Transmittal has been completed and submitted so long as the
intent of the holder of shares of Holdings Common Stock submitting the Letter
of Transmittal is reasonably clear.
13. SUBSTITUTE FORM W-9. If you have not previously provided
the Company with your social security number or other taxpayer identification
number on Form W-9 or certified therein that you are not subject to backup
withholding, you should complete the Substitute Form W-9 included herein.
Failure to do so may subject you to 31% Federal income tax withholding on
amounts to be paid to you as a holder of shares of Holdings Common Stock.
14. MISCELLANEOUS. The Company shall not be under any duty to
give notification of defects in the Letter of Transmittal and shall not incur
any liability for failure to give such notice. All Letters of Transmittal
shall be construed in accordance with the terms and conditions of the Offer to
Redeem.
15. QUESTIONS. Any questions concerning this Letter of
Transmittal can be made by writing to the Company at the appropriate address
set forth on the first page of this Letter of Transmittal or by calling the
Company at (317) 456-6000.