EXHIBIT 99
Advanced Glassfiber Yarns LLC
AGY Capital Corp.
LETTER OF TRANSMITTAL
To Tender for Exchange
9 7/8% Senior Subordinated Notes due 2009
for 9 7/8% Series B Senior Subordinated Notes due 2009
Pursuant to the Prospectus Dated ___________, 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should be
completed, signed and submitted timely to The Bank of New York (the "Exchange
Agent") as follows:
By Mail or Hand Delivery: The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section 7-E
Facsimile Transmission: (212) 815-6339
Confirm by Telephone: (212) 815-
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Letter of Transmittal or for any
additional information, you may contact the Exchange Agent by telephone at (212)
815-____.
The Exchange Offer is not being mailed to, nor will tenders be accepted
from or on behalf of, holders of Old Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
Preliminary Instructions
The undersigned hereby acknowledges receipt of the Prospectus dated
_________, 1999 (the "Prospectus") of Advanced Glassfiber Yarns LLC, a Delaware
limited liability company ("AGY") and AGY Capital Corp., a Delaware corporation
("Capital" and, together with AGY, the "Company"), and this Letter of
Transmittal (this "Letter of Transmittal"), which together constitute the
Company's offer to exchange (the "Exchange Offer") its 9 7/8% Series B Senior
Subordinated Notes due 2009 (the "Exchange Notes"), the issuance of which has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for any and all of its outstanding 9 7/8% Senior Subordinated Notes due
2009 (the "Old Notes"). For each Old Note accepted for exchange, the holder of
such Old Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Old Note. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Prospectus.
The form and terms of the Exchange Notes will be identical in all material
respects to the form and terms of the Old Notes, except that (i) the Exchange
Notes will bear a different CUSIP Number from the Old Notes, (ii) the issuance
of the Exchange Notes has been registered under the Securities Act and,
therefore, the Exchange Notes will not bear legends restricting the transfer
thereof and (iii) holders of the Exchange Notes will not be entitled to certain
rights under the Registration Rights Agreement dated as of January 21, 1999 (the
"Registration Rights Agreement") among the Company and First Union Capital
Markets and Warburg Dillon Read LLC, the initial purchasers of the Old Notes.
Holders whose Old Notes are accepted for exchange will be deemed to have waived
the right to receive any interest accrued on the Old Notes. See "Exchange Offer"
in the Prospectus.
Notwithstanding the foregoing, valid acceptance of the terms of the
Exchange Offer may be effected by a participant in The Depository Trust Company
("DTC") tendering Notes through the DTC's Automated Tender Offer Program
("ATOP") where the Exchange Agent receives an Agent's Message prior to the
Expiration Date. Accordingly, such participant must electronically transmit its
acceptance to the DTC through ATOP, and then the DTC will edit and verify the
acceptance, execute a book-entry delivery to the Exchange Agent's account at the
DTC and send an Agent's Message to the Exchange Agent for its acceptance. By
tendering through ATOP, participants in the DTC will expressly acknowledge
receipt of this Letter of Transmittal and agree to be bound by its terms and the
Company will be able to enforce such agreement against DTC participants.
The Company reserves the right, at any time and from time to time, to
extend the Exchange Offer, in which case the term "Expiration Date" means the
latest date and time to which the Exchange Offer is extended. In order to extend
the Exchange Offer, the Company will notify the Exchange Agent thereof by
written notice and will make a public announcement of such extension, each prior
to 9:00 a.m., New York City time, on the next business day after the previously
scheduled expiration date. The Exchange Offer is not conditioned upon any
minimum aggregate principal amount of Old Notes being tendered or accepted for
exchange. However, the Exchange Offer is subject to certain conditions. See "The
Exchange Offer --- Conditions" in the Prospectus.
This Letter of Transmittal is to be completed by a holder of Old Notes if
(i) certificates are to be forwarded herewith or (ii) a tender of certificates
for Old Notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at the DTC pursuant to the book-entry transfer procedures
set forth under "The Exchange Offer --- Procedures for Tendering Old Notes" in
the Prospectus.
Holders who wish to tender their Old Notes but who cannot, prior to 5:00
p.m., New York City time, on the Expiration Date (a) deliver their Old Notes,
this Letter of Transmittal or any other required documents to the Exchange Agent
or (b) deliver a confirmation of the book-entry tender of their Old Notes into
the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and otherwise
complete the procedures for book-entry transfer, may effect a tender of Old
Notes by complying with the guaranteed delivery procedures set forth under "The
Exchange Offer --- Guaranteed Delivery Procedures" in the Prospectus. Delivery
of documents to DTC or the Company does not constitute delivery to the Exchange
Agent. See Instruction 1.
HOLDERS OF OLD NOTES SHOULD COMPLETE THE APPROPRIATE BOXES BELOW AND SIGN
THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS ELECT TO TAKE WITH
RESPECT TO THE EXCHANGE OFFER.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the Old Notes described in Box I
(Description of Tendered Notes) (the "Tendered Notes"). The undersigned is the
registered owner of all the Tendered Notes, and the undersigned represents that
it has received from each beneficial owner of the Tendered Notes (a "Beneficial
Owner") 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. Subject to, and effective upon,
the acceptance for exchange of the Tendered Notes, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to the Tendered Notes.
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 Notes
with the full power of substitution to (i) deliver certificates for the Tendered
Notes to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company, (ii) present the Tendered
Notes for transfer on the books of the Company and (iii) receive for the account
of the Company all benefits and otherwise exercise all rights of beneficial
ownership of the Tendered Notes, all in accordance with the terms of the
Exchange Offer. The power of attorney granted in this paragraph shall be an
irrevocable power coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Tendered Notes
and that the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim when the same are accepted by the Company. The undersigned
further represents and warrants to the Company that (i) the information set
forth in Box II (Beneficial Owner(s)) is correct, (ii) any Exchange Notes to be
received by the undersigned and any Beneficial Owner in exchange for the
Tendered Notes will be acquired in the ordinary course of business of the
undersigned and such Beneficial Owner, (iii) neither the undersigned nor any
Beneficial Owner is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act and (iv) neither the undersigned nor any Beneficial
Owner has any arrangement with any person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes.
The undersigned agrees that acceptance of any Tendered Notes by the Company
and the issuance of Exchange Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement and that the Company will have no further obligations or
liabilities thereunder (except as expressly provided therein).
The undersigned and each Beneficial Owner also acknowledge as follows: The
Exchange Offer is being made in reliance on existing interpretations of the
Securities Act by the staff of the Securities and Exchange Commission (the
"Commission") set forth in several "no-action" letters to third parties and
unrelated to the Company and the Exchange Offer and, based on such
interpretations, the Company believes that the Exchange Notes issued pursuant to
the Exchange Offer in exchange for Old Notes may be offered for resale, resold
and otherwise transferred by the holders thereof (other than any such holder
which is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) without further compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of such Exchange Notes.
Any holder which is an affiliate of the Company or which intends to participate
in the Exchange Offer for the purpose of distributing the Exchange Notes (i)
will not be able to rely on the interpretation by the staff of the Commission
set forth in the above-mentioned "no action" letters, (ii) will not be able to
tender its Old Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer transaction unless such sale or transfer is
made pursuant to an
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exemption from such requirements. Failure to comply with such requirements may
result in such holder incurring liability under the Securities Act for which the
holder is not indemnified by the Company. The undersigned and each Beneficial
Owner acknowledge that the Company has not sought or received its own "no
action" letter with respect to the Exchange Offer and the related transactions,
and that there can be no assurance that the staff of the Commission will make a
determination in the case of the Exchange Offer and such transactions that is
similar to its determinations in the above-mentioned "no action" letters.
If the undersigned or any Beneficial Owner is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making or other trading activities, the
undersigned acknowledges that it and each such Beneficial Owner will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes. However, by so acknowledging and so delivering a
prospectus, neither the undersigned nor any such Beneficial Owner will be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The above-referenced prospectus may be the Prospectus (as it may be amended or
supplemented from time to time) only if it contains a plan of distribution with
respect to such resale transactions (but need not name the undersigned or
disclose the amount of Exchange Notes held by the undersigned or any such
Beneficial Owner).
The undersigned and each Beneficial Owner will, upon request, execute and
deliver any additional documents deemed by the Company or the Exchange Agent to
be necessary or desirable to complete the sale, assignment and transfer of the
Tendered Notes. All authority conferred or agreed to be conferred in this Letter
of Transmittal and every obligation of the undersigned and each Beneficial Owner
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and such Beneficial Owner, and shall not be affected by, and shall
survive the death or incapacity of, the undersigned and such Beneficial Owner .
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Tendered Notes when, as and if the Company has given
written notice thereof to the Exchange Agent.
The undersigned understands that tenders of the Tendered Notes pursuant to
the procedures described in the Prospectus under "The Exchange Offer ---
Procedures for Tendering" and in the Instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with the
terms and subject to the conditions set forth herein and in the Prospectus.
The undersigned recognizes that (i) under certain circumstances set forth
in the Prospectus under "The Exchange Offer --- Conditions," the Company will
not be required to accept the Tendered Notes for exchange and (ii) the
undersigned may withdraw its tender of Tendered Notes only as set forth in the
Prospectus under "The Exchange Offer --- Withdrawal of Tenders." Tendered Notes
not accepted for exchange or which have been withdrawn will be returned, without
expense, to the undersigned as promptly as practicable after the Expiration
Date, in the manner set forth in the next succeeding paragraph.
Unless otherwise indicated in Box V (Special Issuance Instructions), please
issue certificates for the Exchange Notes (and, if applicable, substitute
certificates representing any Old Notes not exchanged) in the name of the
undersigned. Similarly, unless otherwise indicated in Box VI (Special Delivery
Instructions), please (i) send certificates for the Exchange Notes (and, if
applicable, substitute certificates representing Old Notes not exchanged) to the
undersigned at the address indicated in Box I (Description of Tendered Notes) or
(ii) in the case of a book-entry tender of Old Notes, please credit the Exchange
Notes (and, if applicable, Old Notes not exchanged) to the account at DTC
indicated in Box III (Method of Delivery).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
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BOX I
DESCRIPTION OF TENDERED NOTES*
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Name(s) and Address(es) of Registered Note Aggregate
Holder(s), exactly as name(s) appear(s) Principal Aggregate
on Old Note Certificate(s) Certificate Amount Principal
Number(s) Represented Amount
of Old by Tendered***
Notes** Certificate(s)
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Total
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* List the Old Notes to which this Letter of Transmittal relates. If the space
provided is inadequate, the Certificate numbers and principal amount of Old
Notes should be listed on a separate signed schedule attached hereto.
** Need not be completed by persons tendering by book-entry transfer.
*** Tenders of Old Notes must be in a minimum principal amount of $1,000 or an
integral multiple of $1,000 in excess thereof. Unless otherwise indicated in
this column, a holder will be deemed to have tendered ALL of the Old Notes
represented by the Certificate(s) set forth above. See Instruction 2.
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BOX II
BENEFICIAL OWNER(S)
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State of Principal Residence of Principal Amount of Tendered Notes
Each Beneficial Owner of Tendered Notes Held for Account of Beneficial Owner
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BOX III
METHOD OF DELIVERY
(See Instruction 1)
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[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number ____________ Transaction Code Number _____________________
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ___________________________________________
Window Ticket Number (if any) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery ________________________
Name of Institution which guaranteed delivery _____________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Name of Tendering Institution ________________________________________
Account Number and Transaction Code Number ___________________________
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BOX IV
ATTENTION BROKER-DEALERS
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[_] CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS
A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name ______________________________________________________________________
Address ___________________________________________________________________
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BOX V
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
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To be completed ONLY if certificates for Exchange Notes and/or certificates
for Old Notes not exchanged are to be issued in the name of someone other than
the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box
VII (Signature).
Issue: Exchange Notes issued and/or Old Notes not exchanged to:
Name(s) ________________________________________________________________________
(Please Type or Print)
________________________________________________________________________
(Please Type or Print)
Address(es) ____________________________________________________________________
____________________________________________________________________
(Zip Code)
Taxpayer Identification Number or Social Security Number _______________________
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BOX VI
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
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To be completed ONLY if (1) certificates for Exchange Notes and/or
certificates for Old Notes not exchanged are to be sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box
VII (Signature) at the address(es) indicated in Box I (Description of Tendered
Notes) or (2) Exchange Notes and/or Old Notes not exchanged are to be issued or
returned, respectively, to an account maintained at DTC other than the account
indicated in Box III (Method of Delivery).
Send: Exchange Notes and/or Old Notes not exchanged to:
Name(s) ________________________________________________________________________
(Please Type or Print)
________________________________________________________________________
(Please Type or Print)
Address(es) ____________________________________________________________________
____________________________________________________________________
(Zip Code)
Credit: Exchange Notes and/or Old Notes not exchanged to DTC account as follows:
Name(s) ________________________________________________________________________
(Please Type or Print)
________________________________________________________________________
(Please Type or Print)
Crediting Instructions _________________________________________________________
Account Number _________________________________________________________________
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BOX VII
SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instructions 1 and 3)
In addition, Substitute Form W-9 on the following page
must be completed and signed.
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___________________________________ __________________, 1998
___________________________________ __________________, 1998
___________________________________ __________________, 1998
Signature(s) by Tendering Holder(s) Date
Area Code and Telephone Number _________________________________________________
For any Tendered Notes, this Letter of Transmittal must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Tendered Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents submitted herewith. 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, please set forth
full title and the other information indicated below and, unless waived by the
Company, submit herewith evidence satisfactory to the Company of authority to so
act. See Instruction 3.
Name(s) ________________________________________________________________________
________________________________________________________________________
(Please Type or Print)
Capacity _______________________________________________________________________
Address(es) ____________________________________________________________________
____________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number _________________________________________________
Tax Identification Number or Social Security Number ____________________________
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution ______________________________________________________
(Authorized Signature)
______________________________________________________
(Print Name)
______________________________________________________
(Title)
______________________________________________________
(Name of Firm--Must be an Eligible
Institution as defined in Instruction 3)
______________________________________________________
(Address)
______________________________________________________
(Area Code and Telephone Number)
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PAYORS' NAMES: ADVANCED GLASSFIBER YARNS LLC/AGY CAPITAL CORP.*
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Name (if joint names, list first and circle the name of
the person or entity whose number you enter in Part 1
below. See instructions if your name has changed)
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Address
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SUBSTITUTE City, State and ZIP Code
Form W-9 ---------------------------------------------------------
List account number(s) here (optional)
Department of
the Treasury ---------------------------------------------------------
Internal Revenue Part 1-PLEASE PROVIDE YOUR | Social Security Number
TAXPAYER IDENTIFICATION NUMBER | or TIN
("TIN") IN THE BOX AT RIGHT AND |
Service CERTIFY BY SIGNING AND DATING |
BELOW. |
---------------------------------------------------------
Part 2-Check the box if you are NOT subject to backup
withholding under the provisions of section 3406(a)(I)(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. [_]
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Part 3-CERTIFICATION--UNDER THE PENALTIES OR PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE. Awaiting TIN [_]
SIGNATURE __________________ DATE ____________________
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*See Instruction 5.
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Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% 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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9 ABOVE.
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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 (i) 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 (ii) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor, 31% of all payments made
to me pursuant to the Exchange Offer shall be retained until I provide a
taxpayer identification number to the payor and that, if I do not provide my
taxpayer identification number within sixty (60) days, such retained amounts
shall be remitted to the Internal Revenue Service as a backup withholding and
31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a number.
SIGNATURE _______________________ DATE _________________________________
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ADVANCED GLASSFIBER YARNS LLC
AGY CAPITAL CORP.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by holders of
Old Notes if (i) certificates are to be forwarded herewith or (ii) a tender of
certificates for Old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC pursuant to the book-entry transfer
procedures set forth under "The Exchange Offer -- Procedures for Tendering Old
Notes" in the Prospectus. Certificates for all physically tendered Old Notes, or
a Book-Entry Confirmation, as the case may be, as well as a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile hereof)
and all other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at the address set forth on the front cover and back cover
hereof prior to 5:00 p.m., New York City time, on the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below.
Holders who wish to tender their Old Notes but who cannot, prior to 5:00
p.m., New York City time, on the Expiration Date (i) deliver their Old Notes,
this Letter of Transmittal or any other documents required by this Letter of
Transmittal to the Exchange Agent or (ii) deliver a Book-Entry Confirmation and
otherwise complete the procedures for book-entry transfer, may effect a tender
of Old Notes by complying with the guaranteed delivery procedures set forth
under "The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus.
Pursuant to such procedures, (a) the tender must be made through an Eligible
Institution (as defined in Instruction 3); (b) prior to 5:00 p.m., New York City
time, on the Expiration Date, the Exchange Agent must have received from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, registered or certified mail or hand
delivery) setting forth the name and address of the tendering holder, the
certificate number(s) of the Tendered Notes and the principal amount of the
Tendered Notes, stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the Expiration
Date, this Letter of Transmittal (or facsimile thereof) together with the
certificates(s) representing the Tendered Notes (or a Book-Entry Confirmation)
and any other documents required by this Letter of Transmittal will be deposited
by the Eligible Institution with the Exchange Agent; and (c) this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, as
well as the certificates(s) representing the Tendered Notes in proper form for
transfer (or a Book-Entry Confirmation), and all other documents required by
this Letter of Transmittal are received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date.
The method of delivery of this Letter of Transmittal, the Tendered Notes
and all other required documents is at the election and risk of the tendering
holders. The delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. As an alternative to delivery by mail, holders
may wish to consider overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure delivery to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.
See the discussion set forth under "The Exchange Offer" in the Prospectus.
2. Tender by Registered Holder; Instructions to Beneficial Holders; Partial
Tenders. Only a holder in whose name Old Notes are registered may execute and
deliver this Letter of Transmittal and tender Old Notes in the Exchange Offer.
Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust, company or other nominee and who wishes to
tender such Old Notes should (i) contact such registered holder promptly and
instruct such registered holder to tender such Old Notes on such beneficial
owner's behalf, (ii) properly complete and duly execute the form
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of "Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant From Beneficial Owner" accompanying this Letter of Transmittal and
(iii) timely deliver such form to such registered holder. The Company, the
Exchange Agent and the transfer and registrar for the Old Notes shall be
entitled to rely upon all representations, warranties, covenants and
instructions given or made by such registered holder and/or such beneficial
owner. If such beneficial owner wishes to tender Old Notes on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such beneficial owner's name or obtain
a properly completed bond power from the registered holder. Any such transfer of
registered ownership may take considerable time.
Tendered Notes must be in a minimum principal amount of $1,000 or an
integral multiple of $1,000 in excess thereof. If less than the entire principal
amount of the Old Notes evidenced by a submitted certificate are to be tendered,
the tendering holder(s) should indicate the aggregate principal amount of Old
Notes to be tendered in Box I (Description of Tendered Notes) under the caption
"Aggregate Principal Amount Tendered." The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of Old Notes held by the
tendering holder is not tendered for exchange, then (i) unless otherwise
indicated in Box V (Special Issuance Instructions), certificates evidencing
untendered Old Notes and Exchange Notes issued pursuant to the Exchange Offer
will be issued in the name of the person signing this Letter of Transmittal and
(ii) unless otherwise indicated in Box VI (Special Delivery Instructions), such
certificates will be sent to the person signing this Letter of Transmittal at
the address indicated in Box I (Description of Tendered Notes) (or, in the case
of a book-entry tender of Old Notes, credited to the account at DTC indicated in
Box III (Method of Delivery)).
3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder of the Tendered Notes, the signature must correspond exactly
with the name(s) as written on the face of the certificates for the Tendered
Notes without any change whatsoever. If any tendered Old Notes are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal. If any Tendered Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder(s) of
the Tendered Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Old Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) and signatures on each such endorsement or bond power must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on certificates for Tendered Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., or is a savings institution, commercial
bank or
-11-
trust company having an office or correspondent in the United States, or is
otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, and which is, in each
case, a member of a recognized signature guarantee program (i.e., Securities
Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York
Stock Exchange Medallion Signature Program) (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Tendered Notes are tendered by: (i) the
registered holder thereof (which term for purposes of the exchange offer
includes any participant of DTC whose name appears on a security position
listing as the holder of such Tendered Notes) who has not completed Box V
(Special Issuance Instructions) or Box VI (Special Delivery Instructions) on
this Letter of Transmittal or (ii) an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable boxes the name and address to which Exchange Notes
issued pursuant to the Exchange Offer and/or substitute certificates evidencing
Old Notes not exchanged are to be issued or sent if different from the name or
address of the holder signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. If no such
instructions are given, certificates evidencing such Old Notes not exchanged and
Exchange Notes issued pursuant to the Exchange Offer will be returned to the
person signing this Letter of Transmittal at the address indicated in Box I
(Description of Tendered Notes) (or, in the case of a book-entry tender of Old
Notes, credited to the account at DTC indicated in Box III (Method of
Delivery)).
5. Tax Identification Number. Federal income tax law generally requires
that a tendering holder whose Tendered Notes are accepted for exchange must
provide the Company (as payor) with such holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9, which in the case of a
tendering holder who is an individual, is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to such tendering holder of
Exchange Notes may be subject to backup withholding in an amount equal to 31% of
all reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9" (the "W-9 Guidelines")
for additional instructions.
To prevent backup withholding, each holder of Tendered Notes must provide
its correct TIN by completing the Substitute Form W-9 set forth above,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the holder of
Tendered Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8, Certificate
of Foreign Status. This form may be obtained from the Exchange Agent. If the
Tendered Notes are in more than one name or are not in the name of the
Beneficial Owner, the tendering holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holders should consult the W-9 Guidelines for instructions on applying for a
TIN, check the box in Part 3 of the Substitute Form W-9 and write "applied for"
in lieu of its TIN. Note: Checking this box and writing "applied for" on the
form means that such holder has already applied for a TIN or that such holder
intends to apply for one in the near future. If such holder does not
-12-
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Tendered Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the Tendered Notes, or if the
Tendered Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Tendered Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes specified in this Letter
of Transmittal.
7. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify any or all conditions relating to the Exchange Offer set forth
in the Prospectus.
8. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All holders of Tendered Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of their Tendered Notes for exchange.
9. 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 set forth on the front cover and back cover hereof for
further instructions.
10. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
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 Tendered Notes not properly tendered or any Tendered Notes
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right in its sole discretion
to waive any defects, irregularities or conditions of tender as to any Tendered
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 Tendered 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 Tendered Notes, neither the Company,
the Exchange Agent nor any other person shall incur any liability for failure to
give such notification. Tenders of Tendered Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Tendered 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, unless otherwise
provided in this Letter of Transmittal, as promptly as practicable following the
Expiration Date.
11. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.
Subject to the terms and conditions of the Exchange Offer, the Company will
accept for exchange all validly tendered Old Notes as promptly as practicable
after the Expiration Date and will issue Exchange Notes therefor as promptly as
practicable thereafter. For purposes of the Exchange Offer, the Company shall
be deemed to have accepted validly tendered Old Notes when, as and if the
Company has given written notice thereof to the Exchange Agent. If any Tendered
Notes are not exchanged pursuant to the Exchange Offer for any reason, such
unexchanged Tendered Notes will be returned, without expense, to the person
signing this Letter of Transmittal at the address indicated in Box I
(Description of Tendered Notes),
-13-
except as may otherwise be specified in Box V (Special Issuance Instructions) or
Box VI (Special Delivery Instructions).
12. Withdrawal. Tendered Notes may be withdrawn only pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer -- Withdrawal
of Tenders."
13. Requests for Assistance or Additional Copies. Questions relating to the
procedures for tendering, as well as requests for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery,
may be directed to the Exchange Agent at the address and telephone number set
forth on the front cover and back cover hereof.
-14-
The Bank of New York, as Exchange Agent
By Mail or Hand Delivery: The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section 7-E
Facsimile Transmission: (212) 815-6339
Confirm by Telephone: (212) 815-
Advanced Glassfiber Yarns LLC
AGY Capital Corp.
NOTICE OF GUARANTEED DELIVERY
With Respect to the Tender for Exchange of
9 7/8% Senior Subordinated Notes due 2009
for 9 7/8% Series B Senior Subordinated Notes due 2009
Pursuant to the Prospectus Dated ________, 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
As set forth in the Prospectus dated _________, 1999 (the "Prospectus") of
Advanced Glassfiber Yarns LLC, a Delaware limited liability company ("AGY), and
AGY Capital Corp., a Delaware corporation ("Capital" and, together with AGY, the
"Company"), under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," and in the accompanying Letter of Transmittal (the "Letter of
Transmittal"), this Notice of Guaranteed Delivery or a form substantially
equivalent hereto must be used to accept the Company's offer to exchange (the
"Exchange Offer") its 9 7/8% Series B Senior Subordinated Notes due 2009, the
issuance of which has been registered under the Securities Act of 1933, as
amended, for any and all of its outstanding 9 7/8% Senior Subordinated Notes due
2009 (the "Old Notes") if the tendering holder of Old Notes cannot, prior to
5:00 p.m., New York City time, on the Expiration Date (i) deliver its Old Notes,
the Letter of Transmittal or any other documents required by the Letter of
Transmittal to the Exchange Agent (as defined below) or (ii) deliver a
confirmation of the book-entry tender of its Old Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC") and otherwise complete the
procedures for book-entry transfer. If required, this Notice of Guaranteed
Delivery, properly completed and duly executed, must be delivered to The Bank of
New York (the "Exchange Agent") as set forth below.
By Mail or Hand Delivery: The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section 7-E
Facsimile Transmission: (212) 815-6339
Confirm by Telephone: (212) 815-
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Notice of Guaranteed Delivery or for any
additional information, please contact the Exchange Agent by telephone at (212)
815-____.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal,
receipt of which is hereby acknowledged, the principal amount of Old Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
All authority herein conferred or agreed to be conferred in this Notice of
Guaranteed Delivery and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive the death or incapacity of, the undersigned.
PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s)
or Authorized Signatory ________________________________________
________________________________________
________________________________________
Name(s) of Registered Holder(s) ________________________________________
________________________________________
________________________________________
Principal Amount of Old Notes Tendered _________________________________________
Date ___________________________________________________________________________
Address ________________________________________________________________________
Area Code and Telephone Number _________________________________________________
If Old Notes will be delivered by book-entry transfer, provide the account
number at The Depository Trust Company below:
Depository Account No.__________________________________________________________
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
the Old Notes tendered hereby exactly as their name(s) appear on the
certificates for such Old Notes or on a security position listing such holder(s)
as the owner(s) of such Old Notes, or by person(s) authorized to become
registered holder(s) of such Old Notes by endorsements and documents submitted
with this Notice of Guaranteed Delivery. 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, such person must
provide the following information and, unless waived by the Company, submit with
the Letter of Transmittal evidence satisfactory to the Company of such person's
authority to so act. See Instruction 2.
-2-
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s)________________________________________________________________________
________________________________________________________________________
Capacity __________________________________________________________________
Address(es) __________________________________________________________________
__________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or is a
savings institution, commercial bank or trust company having an office or
correspondent in the United States, or is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, and which is, in each case, a member of a recognized
signature guarantee program (i.e., Securities Transfer Agents Medallion Program,
Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature
Program), guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), the Old Notes tendered hereby in proper form
for transfer (or confirmation of the book-entry transfer of such Old Notes into
the Exchange Agent's account at DTC as described in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in the
Letter of Transmittal) and any other required documents, all by 5:00 p.m., New
York City time, within three New York Stock Exchange trading days after the
Expiration Date.
Name of Firm_______________________ Authorized Signature ___________________
Address ___________________________
___________________________ Name __________________________________
Area Code and
Telephone Number___________________ Title__________________________________
Date___________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
-3-
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed Delivery must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents is at the election and risk of the
tendering holders. The delivery will be deemed made only when actually received
or confirmed by the Exchange Agent. As an alternative to delivery by mail,
holders may wish to consider overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure delivery to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes
referred to herein, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificates for such Old Notes without any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
DTC whose name appears on a security position listing as the holder of such Old
Notes, the signature must correspond exactly with the name shown on the security
position listing as the holder of such Old Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Old Notes listed or a participant of DTC, this
Notice of Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name(s) of the registered holder(s) appear(s) on the certificates
for the Old Notes or signed as the name of the participant is shown on DTC's
security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and unless waived by the Company, submit with the Letter
of Transmittal evidence satisfactory to the Company of such person's authority
to so act.
3. Requests for Assistance or Additional Copies. Questions relating to the
procedures for tendering, as well as requests for additional copies of the
Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery,
may be directed to the Exchange Agent at the address and telephone number set
forth on the front cover and back cover hereof.
-4-
Advanced Glassfiber Yarns LLC
AGY Capital Corp.
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
With Respect to the Tender for Exchange of
9 7/8% Senior Subordinated Notes due 2009
for 9 7/8% Series B Senior Subordinated Notes due 2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
________, 1999 (the "Prospectus") of Advanced Glassfiber Yarns LLC, a Delaware
limited liability company ("AGY"), and AGY Capital Corp., a Delaware corporation
("Capital" and, together with AGY, the "Company"), and the accompanying Letter
of Transmittal (the "Letter of Transmittal"), which together constitute the
Company's offer to exchange (the "Exchange Offer") its 9 7/8% Series B Senior
Subordinated Notes due 2009 (the "Exchange Notes"), the issuance of which has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for any and all of its outstanding 9 7/8% Senior Subordinated Notes due
2009 (the "Old Notes"). For each Old Note accepted for exchange, the holder of
such Old Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Old Note.
This will instruct you, the registered holder and/or participant in the
book-entry transfer facility, which is The Depository Trust Company, as to the
action to be taken by you relating to the Exchange Offer with respect to the Old
Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (insert amount): $________________ of the Company's 9 7/8%
Senior Subordinated Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_] TO TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if
any, in integral multiples of $1,000): $________________ of the
Company's 9 7/8% Senior Subordinated Notes due 2009.
[_] NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of Old Notes, including, but not limited to, the
representations that (i) the information set forth in Box II (Beneficial Owners)
of the Letter of Transmittal with respect to the undersigned is correct, (ii)
any Exchange Notes to be received by the undersigned in exchange for Old Notes
tendered in the Exchange Offer will be acquired in the ordinary course of
business of the undersigned, (iii) the undersigned is not an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act and (iv) the
undersigned has no arrangement with any person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Old Notes that were acquired as a result of market-
making or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes. However, by so acknowledging and so 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 acknowledges as follows: The Exchange Offer is being made
in reliance on existing interpretations of the Securities Act by the staff of
the Securities and Exchange Commission (the "Commission") set forth in several
"no-action" letters to third parties and unrelated to the Company and the
Exchange Offer and, based on such interpretations, the Company believes that the
Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes
may be offered for resale, resold and otherwise transferred by the holders
thereof (other than any such holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act) without further
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of such Exchange Notes. Any holder which is an
affiliate of the Company or which intends to participate in the Exchange Offer
for the purpose of distributing the Exchange Notes (i) will not be able to rely
on the interpretation by the staff of the Commission set forth in the above-
mentioned "no-action" letters, (ii) will not be able to tender its Old Notes in
the Exchange Offer and (iii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any sale or
transfer transaction unless such sale or transfer is made pursuant to an
exemption from such requirements. Failure to comply with such requirements may
result in such holder incurring liability under the Securities Act for which the
holder is not indemnified by the Company. The undersigned acknowledges that the
Company has not sought or received its own "no-action" letter with respect to
the Exchange Offer and the related transactions, and that there can be no
assurance that the staff of the Commission will make a determination in the case
of the Exchange Offer and such transactions that is similar to its
determinations in the above-mentioned "no-action" letters.
- -------------------------------------------------------------------------------
SIGN HERE
Name of Beneficial Owner(s):______________________________________________
Signature(s):_____________________________________________________________
Name(s) (please print):___________________________________________________
Address:__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Area Code and Telephone Number:___________________________________________
Taxpayer Identification Number or Social Security Number:_________________
Date:_____________________________________________________________________
- -------------------------------------------------------------------------------
-2-
The Bank of New York, as Exchange Agent
By Mail or Hand Delivery: The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Section
7-E
Facsimile Transmission: (212) 815-6339
Confirm by Telephone: (212) 815-